S.D. Standard ETC

AGM Information • Jun 11, 2025

MINUTES OF THE ANNUAL GENERAL MEETING OF S.D. STANDARD ETC PLC (HEREINAFTER CALLED "THE COMPANY") HELD AT 276 ARCH. MAKARIOU III, LARA COURT, 3105, LIMASSOL, CYPRUS, ON 11 JUNE 2025 AT 11.00 A.M. (EET)

Present:

Mr. Konstantinos Pantelidis, Member of the Board of Directors and duly appointed as the Chairman of the Meeting and authorised representative for shareholders holding 462.016.014 votes, corresponding to 88,09% of the issued share capital of the Company.

Mr. George Crystallis, Director

Mrs. Niki loannou for and on behalf Alfo Secretarial Limited, Secretary of the Company (on an ad hoc basis)

Absent:

Mr. Martin Nes, Chairman of the Board of Directors

In attendance:

Mrs. Evangelia Panagide, General Manager

Mr. Christos Neokleous, CFO

Mr. Yiangos Kaponides, on behalf of PricewaterhouseCoopers Limited, auditors of the Company

Mr. George Papanicolaou, Nomination Committee Chairman

Mr. Demetris Kyriacou, Nomination Committee Member

Chairman of the Meeting

In accordance with the relevant provisions of article 55 of the Company's Articles of Association, the Chairman of the Board of Directors of the Company Mr. Martin Nes has to preside as the Chairman of the Meeting. However, since he wasn't able to attend the meeting the directors present have elected Mr. Konstantinos Pantelidis as the Chairman of the Meeting.

Mr. Pantelides having been informed by the secretary that the necessary quorum has been duly formed in accordance with the relevant provisions of the Articles of Association of the Company, declared the meeting open and requested that all resolutions are passed by a poll vote. Furthermore, the Chairman of the meeting requested Mrs. Niki loannou to record the minutes of the meeting and to act for and on behalf of Alfo Secretarial Limited, the secretary of the Company.

The Chairman took the opportunity to inform the participants that, in accordance with the relevant provisions of the Articles of Association of the Company, the business that shall be transacted at today's meeting will be separated into ordinary business and special business.

ORDINARY BUSINESS

1. The Chairman read the following proposed resolution as this appeared on the relevant notice of the Annual General Meeting and marked as ordinary resolution 1:

"That the Management's Report for the year ended 31 December 2024 be and is hereby approved and adopted."

The resolution is approved as an ordinary resolution with immediate effect by the following votes:

For: 462.016.014 Against: 0 Abstain: 0 Non - attending: 62.466.887

1. The Chairman read the following proposed resolution as this appeared on the relevant notice of the Annual General Meeting and marked as ordinary resolution 2:

"That the Auditors' Report on the audited financial statements of the Company for the year ended 31 December 2024 be and are hereby approved and adopted."

The resolution is approved as an ordinary resolution with immediate effect by the following votes:

For: 462.016.014 Against: 0 Abstain: 0 Non - attending: 62.466.887

1. The Chairman read the following proposed resolution as this appeared on the relevant notice of the meeting as ordinary resolution 3:

"That the audited financial statements of the Company for the year ended 31 December 2024 be and are hereby approved and adopted."

The resolution is approved as an ordinary resolution with immediate effect by the following votes:

For: 462.016.014 Against: 0 Abstain: 0 Non - attending: 62.466.887

1. The Chairman read the following proposed resolution as this appeared on the relevant notice of the meeting as ordinary resolution 4:

"That the decision of Mr. Martin Nes, who is subject to rotation in accordance with the relevant provisions of the Company's Articles of Association, not to offer himself for re-election be and is hereby acknowledged and that the recommendation of the Nomination Committee not to fill in at this stage the vacancy emanating from the resignation of Mr. Martin Nes, be and is hereby approved and confirmed."

The resolution is approved as an ordinary resolution with immediate effect by the following votes:

For: 462.016.014 Against: 0 Abstain: 0 Non - attending: 62.466.887

1. The Chairman read the following proposed resolution as this appeared on the relevant notice of the meeting as ordinary resolution 5:

"That the remuneration to be granted to the directors of the Company and the Chairs and Members of the Board Committees, as set out in the Nomination Committee proposal, be and is hereby approved and adopted."

The resolution is approved as an ordinary resolution with immediate effect by the following votes:

For: 462.016.014 Against: 0 Abstain: 0 Non - attending: 62.466.887

1. The Chairman further presented and read the remuneration report (a copy of which is attached hereto and marked as "Appendix A", and which forms an integral part of these minutes) setting out the overall remuneration of the members of the Board of Directors, the members of the Audit Committee and the Nomination Committee and the General Manager and the Chief Financial Officer, as required by the relevant provision of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement which was enacted into Cyprus law through the Encouragement of long-term shareholder engagement law of Cyprus in 2021 and the chairman expressed no opposition to the remunerations granted to the members of the Board of Directors, the Audit Committee and the Nomination Committee and the General Manager and the Chief Financial Officer.

Further to the above, the Chairman read the following proposed resolution as this appeared on the relevant notice of the meeting as ordinary resolution 6:

"That the report prepared by the Board of Directors outlining the remuneration of the Board of Directors and the management team of the Company for the year ended 31 December 2024, be and is hereby approved and adopted."

The resolution is approved as an ordinary resolution with immediate effect by the following votes:

For: 462.016.014 Against: 0 Abstain: 0 Non - attending: 62.466.887

1. The Chairman read the following proposed resolution as this appeared on the relevant notice of the meeting as ordinary resolution 7:

"That the auditors' remuneration for the year ended 31 December 2024, amounting to €40.000 be and is hereby approved."

The resolution is approved as ordinary resolution with immediate effect by the following votes:

For: 462.016.014 Against: 0 Abstain: 0 Non - attending: 62.466.887

1. The Chairman read the following proposed resolution as this appeared on the relevant notice of the meeting as ordinary resolution 8:

"That Messrs PricewaterhouseCoopers Limited, be and are hereby appointed as the auditors of the company for the year 2025 and until the conclusion of the next Annual General Meeting and that the Board of directors be and are hereby authorized to fix their remuneration at a later stage."

The resolution is approved as ordinary resolution with immediate effect by the following votes:

For: 462.016.014 Against: 0 Abstain: 0 Non - attending: 62.466.887

SPECIAL BUSINESS

1. The Chairman of the Meeting presented and read the Report of the Board of Directors (a copy of which is attached hereto and marked as Appendix B, and forms an integral part of these minutes), explaining the reasons for the proposed resolution to waive the pre-emption rights to be granted pursuant to section 60B of Companies Law Cap. 113.

The Chairman then proceeded and read the following proposed resolution as this appeared on the relevant notice of the Annual General Meeting and marked as special resolution 1:

"That the pre-emption rights granted to the existing shareholders of the Company in relation to any new shares to be issued for any future public offering(s) and/or private placement(s) and/or allotment to the existing shareholders and new investors and/or conversion(s) of any convertible bonds issued by and/or convertible loans granted to the Company, pursuant to section 60B of the Companies Law Cap. 113, for an indicative price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per share, provided that no issue shall be for a price below the nominal value of the shares, be and are hereby waived and be valid until the Annual General Meeting of the Company of the year 2026."

The Chairman of the meeting further added that, taking into consideration the relevant provisions of section 59A of the Companies Law Cap. 113 and the fact that more than half of the issued share capital of the Company is represented at this meeting, this resolution shall be taken by a simple majority. The resolution is thus approved with immediate effect by the following votes:

For: 462 015 048 Against: 0 Abstain: 966 Non - attending: 62.466.887

1. The Chairman read the following proposed resolution as this appeared on the relevant notice of the meeting as ordinary resolution 2:

"That the Board of Directors be and is hereby generally authorized and empowered to issue and allot new shares to the existing shareholders and/or new investors and/or convertible bondholders and/or convertible lenders up to the limit of the authorized share capital as it stands on the day of such new issue, for an indicative price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per share and provided that no issue shall be for a price below the nominal value of the shares, no later than the Annual General Meeting of the Company of the year 2026."

The resolution is approved as ordinary resolution with immediate effect by the following votes:

For: 462.016.014 Against: 0 Abstain: 0 Non - attending: 62.466.887

1. The Chairman read the following proposed resolution as this appeared on the relevant notice of the meeting as special resolution 3:

"That the Board of Directors be and is hereby authorized and empowered to proceed with the purchase of the Company's own shares, as prescribed by the relevant provisions of article 57A of the Companies Law, within a time period of twelve months from the date of approval of this resolution and subject to the following terms:

• (a) That the maximum number of shares to be acquired shall not exceed at any time ten per cent (10%) of the subscribed capital;
• (b) That the acquisition price shall be between NOK 0,20 to NOK 5,00 per ordinary share;
• (c) That such shares shall be held for a period not exceeding two years."

The resolution is approved as special resolution with immediate effect by the following votes:

For: 462.015.048 Against: 966 Abstain: 0 Non - attending: 62.466.887

There being no further business to be transacted and the shareholders having authorised him to sign these minutes, the Chairman declared the meeting closed at 11:30 a.m.

Konstantinos Pantelidis Chairman of the Meeting

Alfo Secretarial Limited Secretary

APPENDIX A

S.D. STANDARD ETC PLC (THE "COMPANY")

REMUNERATION REPORT

1 INTRODUCTION

Basis of the Report 1.1

This report on salary and other remuneration (the "Report") for the Board of Directors (the "Board"), the members of the Audit Committee and the Nomination Committee, the senior management team (the "Executive Management Team") of S.D. Standard ETC Plc (the "Company"), has been prepared for the financial year ended 31 December 2024.

The purpose of the Report is to give an overview of paid and retained salary and other remuneration from the Company to the members of the Board, the Audit Committee, the Nomination Committee and the Executive Management Team for 2024, pursuant to the Company's remuneration policy as approved by the Company's Annual General Meeting on 14 June 2021 and updated at the Extraordinary General Meeting on 14 January 2022 (the "Remuneration Policy"). The Remuneration Policy is available at https://www.standard-etc.com/ .

The Report is based on the following principles and objectives as set out in the Remuneration Policy, and applies to all the members of the Company's Board and Committees, as well as the persons employed by the Company:

• 1) The remuneration offered shall support the growth of the Company's value,
• 2) The remuneration offered shall ensure leading performance, and
• 3) The remuneration shall be offered in a responsible and consistent manner, with an objective to be competitive when compared to companies similar to S.D. Standard ETC Plc.

This Report has been drawn up in compliance with Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement which was enacted into Cyprus law through the Encouragement of long-term shareholder engagement law of Cyprus in 2021 (the "Directive EU 2017/828").

1.2 Overall Company performance in 2024

The principal activity of the Company is to operate as an investment entity with a special focus on energy, transport and commodities segments, with direct or indirect exposure into companies, securities and/or assets. The Company's strategy is to invest in energy, transport and commodities markets, although the Company will pursue any attractive investment opportunities that may arise within the framework of industries it operates. The objective of the Company is to generate significant medium to long-term capital growth in a sustainable manner.

The Company's loss after tax for the year ended 31 December 2024, which is attributable to the equity holders, was USD 16 million compared to a profit of USD 2,6 million for the year ended 31 December 2023. The total assets of the Company as of 31 December 2024 were USD 117,6 million and the net assets were USD 116,9 million, compared to USD 144,9 million and USD 142,4 million respectively in 2023.

The operating loss for the year ended on 31 December 2024 was USD 15,6 million compared to 2023's profit of USD 2,8 million and is mainly due to an unrealized loss on revaluation of financial assets of USD 67,2 million (compared to a revaluation loss of USD 13,7 million in 2023), a fair value profit from investments held for trading of USD 2,7 million (compared to a fair value gain of USD 1,7 million in 2023), dividend income of USD 46,5 million (compared to dividend income of USD 13,3 million in 2023), interest income of USD 4,9 million (compared to interest income of USD 2,8 million in 2023) and is after deducting administration expenses of USD 1,4 million (compared to administration expenses of USD 1,9 million in 2023), other losses of USD 365 thousands, a net foreign currency loss of USD 698 thousands (compared to a profit of USD 625 thousands in 2023) and income tax expense of USD 336 thousands (USD 130 thousands in 2023).

The Company's results for the year 2024 are not considered satisfactory, since they were mainly impacted by an unrealized loss of USD 67,2 million on financial assets reflecting their respective share price development. The loss comprises USD 22,8 million from the investment in Dolphin Drilling AS and USD 44,4 million from Standard Supply AS, however after deducting USD 45,7 million dividends received Standard Supply AS investment earned a net gain of USD 1,5 million.

1.3 Composition of the Board, the Executive Management Team, the Audit Committee and the Nomination Committee in 2024

1.3.1. The Board of Directors

During 2024, the Board consisted of the following members:

• Martin Nes, Chairman;
• Konstantinos Pantelidis Director and
• George Crystallis, Director.

All members of the Board are independent of the Company's management and material business associates, while Konstantinos Pantelidis and George Crystallis are also independent of the Company's major shareholders.

The Company has established a Nomittee, but none of the Board members are currently members of the Nomination Committee. The Company has currently not established a remuneration committee and the Nomination Committee proposes remuneration to the members of the Board of Directors.

1.3.2 The Audit Committee

During 2024, the Audit Committee consisted of the following members:

• Konstantinos Pantelidis, Chairman
• George Crystallis, Member

1.3.3 The Nomination Committee

During 2024, the Nomination Committee consisted of the following members:

• George Papanicolaou, Chairman
• Demetris Kyriakou, Member

1.3.4 The Executive Management Team

During 2024, the Executive Management Team consisted of:

• Evangelia Panagide, General Manager.
• Christos Neokleous, Chief Financial Officer.

2 REMUNERATION OF THE BOARD OF DIRECTORS

2.1

The Chairman and each member of the Board receives a fixed annual fee, which amount is paid quarterly in arrears. In cases where individual Board members are required to take on specific ad hoc tasks outside their normal duties as Board members, will in such cases receive a fixed fee for the additional work.

Additional fees or benefits may be provided to reflect, for example, accommodation, office, transport and other business-related expenses incurred while carrying out their role.

Remuneration to the Board members is approved by the Annual General Meeting as a separate item on the agenda, as proposed by the Nomination Committee and in accordance with the Remuneration Policy.

2.2

USD 000
Name	FY		Fixed Remuneration		Extraordinary Items	Total Remuneration	Proportion of Fixed and Variable Remuneration
		Base Salary	Fees	Fringe Benefits
	2024		75			75
Martin Nes	2023		75			75	100% Fixed Remuneration 0% Variable Remuneration
Konstantinos Pantelidis	2024		20		2	20
	2023		20			20	100% Fixed Remuneration 0% Variable Remuneration
George Crystallis	2024		18			18
	2023		18			18	100% Fixed Remuneration 0% Variable Remuneration

During 2024, the Board members received remuneration as set out below:

The Company has not paid any variable remuneration or incurred any pension expenses to its Board members during 2024.

The remuneration of the Board members supports the main focus of the Board to support the purpose and sustainability of the Company as well as the delivery of Company's strategic priorities.

The table below shows the change of the Board members' total Board fees for the years 2019 until 2024:

USD 000

				Change in fees from previous years
	2024 vs 2023		2023 vs. 2022		2022 vs. 2021		2021 vs. 2020		2020 vs. 2019
Name	USD	%	USD	%	USD	%	USD	%	USD	%
Martin Nes	0	0%	0	0%	O	0%	0	0%	0	0%
Konstantinos Pantelidis	0	0%	0	0%	-2	-10%	1	5%	0	0%
George Crystallis	O	0%	0	0%	1	6%	1	6%	0	0%

2.3 Share-based remuneration

The Company has not provided share-based remuneration to the Board members during 2024.

As of 31 December 2024, the Board members held shares in the Company as set out below:

Name	Total shareholding
Martin Nes1)	8,844,864
Konstantinos Pantelidis	-
George Crystallis	-

1) Held through Hanekamb Invest AS

REMUNERATION OF THE MANAGEMENT TEAM 3

3.1

The overall objective of the remuneration guidelines for the Management Team can be summarized as set out below:

• The total compensation offered to the members of the Executive Management Team shall be competitive.
• The compensation shall be motivating, both for the individual and for the Executive Management . Team as a group.
• · Any variable elements in the total compensation to the Company's senior executives shall be linked to the values generated by the Company for the Company's shareholders.
• · The system of compensation shall be understandable and meet general acceptance internally in the Company, among the Company's shareholders and with the public.
• · The system of compensation shall be flexible and contain mechanisms which make it possible to carry out individual adjustments based on the results achieved and contributions made towards the development of the Company.

The Company offers its Executive Management Team remuneration consisting of fixed salary and the opportunity to participate in a share option program. In addition, the Company may from time-to-time award discretionary bonuses.

The Company cannot demand repayment of variable remuneration unless obvious miscalculations or nonentitled payments have been made.

3.2 Remuneration to the Executive Management Team in 2024

During 2024, the Executive Management received remuneration as set out below:

USD 000

Name of Executive member , position	Pr	Fixed Remuneration			Variable Remuneration
		Base Salary	Fees	Fringe Benefits	One-year Variable	Multi-year Variable	Extraordinary Items	Pension Expense	Total Remuneration	Proportion of Fixed and Variable Remuneration
Christos Neokleous. CFO	2024	ਦੇਵ	0	0	20	0	0	10	વેવ	79% Fixed, 21% Variable
	2023	ਵਿੱ	0	0	18	0	0	9	92	80% Fixed, 20% Variable
Evangelia Panagide, General Manager	2024	રે રે	0	0	22	0	0		64	66% Fixed, 34% Variable
	2023	ਤੇ ਵ	0	0	20	0	0		62	68% Fixed, 32% Variable

The Company has not offered share options or any other equity-linked remuneration to the members of the Executive Management Team during 2024.

The fixed remuneration and the pension plan allow the Company to offer its senior executives a competitive salary compared to similar companies, while the variable remuneration incentivizes delivery of the Company's objectives and ensures a clear link with value creation.

3.3 Share-based remuneration

The Company has not provided share-based remuneration to the Executive Management team during 2024. Neither member of the Executive Management team held shares in the Company as of 31 December 2024.

3.4 Comparison of remuneration, Group performance and average remuneration of other employees

The table below shows the change in total remuneration paid to the members of the Executive Management Team for the years 2019 until 2024, compared with the performance of the Company and the average remuneration of employees (on a full-time equivalent basis):

			Change in total remuneration from previous years
	2024 vs. 2023		2023 vs. 2022		2022 vs. 2021		2021 vs. 2020		2020 vs. 2019
Name	USD	%	USD	%	USD	%	USD	%	USD	%
Christos Neokleous	3	3%	5	6%	-9	-9%	7	8%	5	6%
Evangelia Panagide	2	3%	5	9%	1	2%	6	12%	2	4%
Change in Company performance
Profit/(loss) for the year	(18,576)	-717%	(37,181)	-93%	26,035	-190%	40,646	151%	(33,451)	511%
Average remuneration of employees
Average remuneration of employees	2.5	3%	5	7%	-4	-5%	7	9%	4	5%

USD 000

4 IMPLEMENTATION OF THE REMUNERATION POLICY

The Company has not deviated from the guidelines set out in the Remuneration Policy in connection with remuneration granted in 2024.

CONSIDERATIONS AT THE ANNUAL GENERAL MEETING 5

This Report will be presented to the Company's annual general meeting, to be held on 11 June 2025, and will be subject to an advisory vote at such general meeting.

Report of the Board of Directors of S.D. Standard Etc Plc explaining the reasons for proposing a resolution for the waiving of the pre-emption rights afforded pursuant to section 60B(5) of Companies Law Cap.113

Waiver:

The Board of Directors is putting forward the following two resolutions for consideration and approval:

1. "That the pre-emption rights granted to the existing shareholders of the Company in relation to any new shares to be issued for any future public offering(s) and/or private placement(s) and/or allotment to the existing shareholders and new investors and/or conversion(s) of any convertible bonds issued by and/or convertible loans granted to the Company, pursuant to section 60B of the Companies Law Cap. 113, for an indicative price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per share, provided that no issue shall be for a price below the nominal value of the shares, be and are hereby waived and be valid until the Annual General Meeting of the Company of the year 2026."

and

1. "That the Board of Directors be and is hereby generally authorized and empowered to issue and allot new shares to the existing shareholders and/or new investors and/or convertible bondholders and/or convertible lenders up to the limit of the authorized share capital as it stands on the day of such new issue, for an indicative price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per share and provided that no issue shall be for a price below the nominal value of the shares, no later than the Annual General Meeting of the Company of the year 2026."

The authorized share capital of the Company is 865.000.000 ordinary shares and currently the Company has issued 524.482.901 ordinary shares and as a result the number of authorized, but not issued shares, is 340.517.099 shares of US\$ 0,03 each.

The aim of the above proposed resolutions is to give to the Company's Board of Directors sufficient flexibility to raise capital quickly in the future and to provide to the Company the ability to proceed and allot additional shares up to the limit of the authorized share capital through future issues and allotments of further new ordinary shares to existing shareholders and / or new investors and/or convertible bondholders and/or convertible lenders within the price range set forth in the resolutions and for a period up to the Annual General Meeting of the year 2026.

The Board of Directors is of the opinion that the above resolutions will maintain the ability of the Company to carry out future private placements in a swift manner and allow a proactive approach and flexible and swift responses to favorable market conditions for raising equity capital, thus making it more attractive to potential investors to approach the Company for investment.

The Board of Directors will continue to pursue the Company's investment strategy, aiming for investments within the energy, transport and commodities segments. The objective of the Company is to generate significant medium to long term capital growth. The raising of equity through private placements enables the Company to raise capital in a timely and cost-efficient manner. The Board of Directors considers that this investment and financing strategy is in the best interest of the Company and its shareholders.

In addition to the above, the Board of Directors shall have no right to proceed with the allotment of any of the issued shares to any third party or parties if such allotment is related to take-over situations as described in the Norwegian Securities Trading Act Section 6-17 and therefore we are of the opinion that this restriction provides a sufficient level of protection to the existing shareholders of the Company.

Having taken full consideration of the above, we the members of the Board of Directors of the Company recommend the approval of the said resolutions.

On behalf of the Board of Directors

Konstantinos Pantelidis Director

Limassol, 19 May 2025