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Elvalhalcor S.A. — Board/Management Information 2026
May 11, 2026
2737_rns_2026-05-11_58bb51f2-010c-4351-b5cb-dfeae6988f55.pdf
Board/Management Information
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ELVALHALCOR
HELLENIC COPPER AND ALUMINIUM INDUSTRY S.A.
Athens, 11 May 2026
ANNOUNCEMENT
ON THE FORMATION OF THE BOARD OF DIRECTORS INTO BODY, THE APPOINTMENT OF THE NEW MEMBERS OF THE COMMITTEES OF THE COMPANY AND THEIR FORMATION INTO BODY
The company under the trade name “ELVALHALCOR HELLENIC COPPER AND ALUMINIUM INDUSTRY S.A.” with G.C.R. Nr. 303401000 (hereinafter referred to as the “Company”) announces to the investment community that, following the Ordinary General Meeting of the Company’s Shareholders, which was held on 11 May 2026, the new Board of Directors of the Company was formed into body, then the Members of the Committees of the Company, namely the Audit Committee and the Remuneration and Nomination Committee, were appointed, and, finally, each of the said two Committees of the Company appointed its Chairman and formed into body. In specific:
I. Formation of the new Board of Directors of the Company
Following the decision of the Ordinary General Meeting of the Company’s Shareholders of 11.05.2026, for the election of a new ten-member Board of Directors of the Company and the appointment of its independent non-executive members, which was taken following, according to article 18 par. 1 of L. 4706/2020, as in force, the proposal of the Company’s Board of Directors of 20.04.2026 to the Ordinary General Meeting of the Company’s Shareholders of 11.05.2026, based on the proposal / evaluation report of the Remuneration and Nomination Committee of 17.04.2026, the new ten-member Board of Directors of the Company, was formed on the same day in a body, as follows:
1) Konstantinos Katsaros of Georgios, Chairman of the BoD, Non-Executive member.
2) Spyridon Kokkolis of Vasileios, Vice-Chairman of the BoD, Executive Member.
3) Nikolaos Carabateas of Efstratios, Executive Member.
4) Panagiotis Lolos of Charalampos, Executive Member.
5) Andreas Mavroudis of Georgios, Executive Member.
6) Athanasia Kleniati-Papaioannou of Konstantinos, Non-Executive Member.
7) Ioanna Podimata of Konstantinos, Non-Executive Member.
8) Vasileios Loumiotis of Ioannis, Independent Non-Executive Member.
9) Plutarchos Sakellaris of Konstantinos, Independent Non-Executive Member.
10) Ourania Aikaterinari of Nikolaos Parmenion, Independent Non-Executive Member.
The above members of the Board of Directors of the Company meet the eligibility criteria, according to article 3 of L. 4706/2020, as in force, and the approved Suitability Policy of the
Company, the conditions of articles 3A and 5 of L. 4706/2020, as in force, on the adequate representation by gender and the total number of independent non-executive members of the Board of Directors of the Company, respectively, while there are no obstacles or incompatibilities in the person of the elected members of the Board of Directors of the Company regarding any relevant provisions of the legal framework of corporate governance, including the Code of Corporate Governance applied by the Company (Hellenic Code of Corporate Governance of the H.C.G.C. of June 2021), the Company's Rules of Operation and the approved Suitability Policy of the Company.
Also, in the person of each of the above appointed by the Ordinary General Meeting of Shareholders of the Company of 11.05.2026, independent non-executive members of the Board of Directors of the Company, (a) Vasileios Loumiotis of Ioannis, (b) Plutarchos Sakellaris of Konstantinos and (c) Ourania Aikaterinari of Nikolaos Parmenion, it was re-established by the Board of Directors that all the criteria of independence provided in the current legislation, i.e. in article 9 par. 1 and 2 of L. 4706/2020, as in force, are met.
Moreover, the Board of Directors of the Company, taking into account the long professional audit experience of the independent non-executive member of the Board of Directors of the Company, Mr. Vassilios Loumiotis of Ioannis, his high scientific training and his teaching experience in the field of auditing and accounting and his managerial skills from his participation, as a member, in boards of directors of companies and from his tenure so far, as a member and Chairman, in committees of listed companies, including the Company, decided unanimously and appointed the independent non-executive member of the Board of Directors of the Company, Mr. Vassilios Loumiotis of Ioannis, as a Senior Independent Director, within the meaning of the relevant Special Practice of paragraphs 2.2.21 and 2.2.22 of the Corporate Governance Code applied by the Company (Hellenic Corporate Governance Code of the H.C.G.C. of June 2021) with the competencies provided in the above-mentioned provisions of the above Corporate Governance Code.
The term of office of the members of the new Board of Directors of the Company, according to article 11 par. 1 of the Company's Articles of Association, is annual, i.e. until 11.05.2027, which is extended, according to the provisions of article 85 par. 1 sec c) of L. 4548/2018, as in force, and article 11 par. 2 of the Company's Articles of Association, up to the lapse of the deadline, within which the Company's Shareholders Ordinary General Meeting is to be convened in 2027 and up to the taking of the relevant decision, and may not exceed two years.
II. Appointment of the members of the new Audit Committee of the Company and the formation thereof into body
A) The Ordinary General Meeting of the Company's Shareholders of 11.05.2026, re-appointed, in accordance with the provisions of article 44 of L. 4449/2017, as in force, the Audit Committee of the Company, as a Committee of the Board of Directors of the Company, consisting of three (3) members of the new Board of Directors of the Company in total, which are all independent non-executive members and must meet the criteria of independence provided in article 9 par. 1 and 2 of L. 4706/2020, as in force, with its term of office being equal to the term of office of the Board of Directors of the Company. In addition, the Ordinary General Meeting of the Company's Shareholders of 11.05.2026, decided that the members of the Audit Committee will be appointed by the Board of Directors of the Company, after
determining first the fulfillment of the criteria and eligibility conditions, in the person of each of the three (3) members in order for the Audit Committee to have a legal composition and for its members to meet the criteria of suitability and independence, in accordance with article 44 par. 1 of L. 4449/2017, as in force, article 10 of L. 4706/2020, as in force, and article 9 par. 1 and 2 of L. 4706/2020, as in force, respectively, and its Chairman will be appointed by its members during the formation of the Audit Committee into body, in accordance with article 44 par. 1 (e) of L. 4449/2017, as in force.
The Board of Directors of the Company, during its meeting of 11.05.2026, after its formation into body and the designation of its members, as Executive and Non-Executive, according to the above (under item I), in accordance with the above decisions of the Ordinary General Meeting of the Company's Shareholders of 11.05.2026, appointed as members of the Company's Audit Committee the independent non-executive members of the Company's Board of Directors, Mr. Vasileios Loumiotis of Ioannis, Mr. Plutarchos Sakellaris of Konstantinos and Ms. Ourania Aikaterinari of Nikolaos Parmenion, after it was first ascertained that each of the above meets the criteria of independence, according to article 9 par. 1 and 2 of L. 4706/2020, as in force, while equally for all members of the Audit Committee it was ascertained that they meet the requirements of article 44 of L. 4449/2017, as in force, and the criteria and conditions of suitability, in order for the Audit Committee of the Company to have a legal composition and its members to meet the criteria of suitability and independence, according to article 44 par. 1 of L. 4449/2017, as in force, article 10 of L. 4706/2020, as in force, and article 9 par. 1 and 2 of L. 4706/2020, as in force.
Following the above, the Company's Audit Committee consists of the following:
1) Vasileios Loumiotis of Ioannis, Independent Non-Executive Member of the Board of Directors of the Company, Senior Independent Director,
2) Plutarchos Sakellaris of Konstantinos, Independent Non-Executive Member of the Board of Directors of the Company, and
3) Ourania Aikaterinari of Nikolaos Parmenion, Independent Non-Executive Member of the Board of Directors of the Company.
The term of office of the Audit Committee will be equal to the term of office of the newly elected Board of Directors of the Company, the term of office of which, according to article 11 par. 1 of the Company's Articles of Association, is annual, i.e. until 11.05.2027, which is extended, according to the provisions of article 85 par. 1 sec c) of L. 4548/2018, as in force, and article 11 par. 2 of the Company's Articles of Association, up to the lapse of the deadline, within which the Company's Shareholders Ordinary General Meeting is to be convened in 2027 and up to the taking of the relevant decision, and may not exceed two years.
B) Subsequently, the members of the new Audit Committee of the Company, at its meeting, which took place on 11.05.2026, in accordance with article 44 par. 1 (e) of L. 4449/2017, as in force, after first ascertaining that Mr. Vassilios Loumiotis of Ioannis is independent of the Company (examined entity), within the meaning of article 9 par. 1 and 2 of L. 4706/2020, as in force, appointed, as Chairman of the Audit Committee of the Company, Mr. Vasileios Loumiotis of Ioannis and the Audit Committee of the Company was formed into body as follows:
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1) Vasileios Loumiotis of Ioannis, Chairman of the Audit Committee (Independent Non-Executive Member of the Board of Directors of the Company, Senior Independent Director),
2) Plutarchos Sakellaris of Konstantinos, Member of the Audit Committee (Independent Non-Executive Member of the Board of Directors of the Company),
3) Ourania Aikaterinari of Nikolaos Parmenion, Member of the Audit Committee (Non-Executive Member of the Board of Directors of the Company).
Also, the members of the Audit Committee, during the same above meeting, taking into account, in accordance with article 44 par. (g) of L. 4449/2017, as in force, the provision on the mandatory presence of at least one Independent Non-Executive Member with sufficient knowledge and experience in accounting or auditing during the meeting of the Committee on the approval of the Financial Statements of the Company, decided that in these meetings Mr. Vasileios Loumiotis of Ioannis, Independent Non-Executive Member, Senior Independent Director of the Board of Directors of the Company, and Chairman of the Audit Committee, be mandatorily present, given that he meets all the criteria and conditions of article 44 of L. 4449/2017, as in force, the independence criteria of article 9 par. 1 and 2 of L. 4706/2020, as in force, and in addition, has proven sufficient knowledge and experience in accounting and auditing, knowledge related to international standards, according to protocol nr. 427/21.02.2022 document of the Hellenic Capital Market Commission “Questions and answers regarding the provisions of article 44 of L. 4449/2017 for the Audit Committee (AC)” and in particular, according to item nr. 16 of such document of the Hellenic Capital Market Commission.
The members of the Audit Committee of the Company are able to exercise the competencies of the Audit Committee provided in par. 3 of article 44 of L. 4449/2017, as in force, and in the Rules of Operation of the Audit Committee adopted by the Company.
III. Appointment of the members of the new Remuneration and Nomination Committee of the Company and formation thereof into body
A) The new Board of Directors of the Company elected by the Ordinary General Meeting of Shareholders of the Company on 11.05.2026, after its formation into body and the appointment of its members as Executive and Non-Executive, according to the above (under item I), at its meeting, on 11.05.2026, appointed, in accordance with the existing provisions and the Rules of Operation of the Remuneration and Nomination Committee of the Company (hereinafter “R.N.C.”), the members of the new three-member R.N.C., which is a Committee of the Board of Directors of the Company, consists of three (3) non-executive members of the Board of Directors of the Company, of which two (2) are independent non-executive members of the Board of Directors of the Company, within the meaning of article 9 par. 1 and 2 of L. 4706/2020, as in force, and one (1) is a non-executive member of the Board of Directors of the Company, exercises from its formation, pursuant to the decision of 23.12.2019 of the Board of Directors of the Company the competencies provided in articles 11 and 12 of L. 4706/2020, as in force, has a term of office which is equal to the term of office of the Board of Directors of the Company and its Chairman must, in accordance with article 10 par. 3 of L. 4706/2020, as in force, be independent, within the meaning of article 9 par. 1 and 2 of L.
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4706/2020, as in force, of the Company non-executive member of the Board of Directors of the Company.
Following the above, the Board of Directors of the Company, during its above meeting, appointed as members of the R.N.C. the independent non-executive members of the Board of Directors of the Company, Mr. Plutarchos Sakellaris of Konstantinos and Ms. Ourania Aikaterinari of Nikolaos – Parmenion, and the non-executive member of the Board of Directors of the Company, Ms. Athanasia Kleniati-Papaioannou of Konstantinos, after first examining and ascertaining the fulfillment of the eligibility conditions set by the existing provisions and the approved Suitability Policy of the Company in the person of each of the above three members of the Board of Directors of the Company, as well as the fulfillment of the independence criteria, according to article 9 par. 1 and 2 of L. 4706/2020, as in force, in the persons of Mr. Plutarchos Sakellaris of Konstantinos and Ms. Ourania Aikaterinari of Nikolaos – Parmenion, in order for the R.N.C. to have a legal composition and its members to meet the criteria of suitability, in accordance with articles 10, 11 and 12 of L. 4706/2020, as in force, and, where applicable, of independence, in accordance with article 9 par. 1 and 2 of L. 4706/2020, as in force.
Following the above, the Remuneration and Nomination Committee of the Company consists of the following:
1) Plutarchos Sakellaris of Konstantinos, Independent Non-Executive Member of the Board of Directors of the Company,
2) Ourania Aikaterinari of Nikolaos – Parmenion, Independent Non-Executive Member of the Board of Directors of the Company, and
3) Athanasia Kleniati-Papaioannou of Konstantinos, Non-Executive Member of the Board of Directors of the Company.
Furthermore, it was decided that the Chairman of the R.N.C., who must, according to article 10 par. 3 of L. 4706/2020, as in force, be an independent, within the meaning of article 9 par. 1 and 2 of L. 4706/2020, as in force, of the Company, non-executive member of the Board of Directors of the Company, be appointed by the members of the R.N.C. during its formation into body.
The term of office of the R.N.C. will be equal to the term of office of the newly elected Board of Directors of the Company, the term of office of which, according to article 11 par. 1 of the Company's Articles of Association, is annual, i.e. until 11.05.2027, which is extended, according to the provisions of article 85 par. 1 sec c) of L. 4548/2018, as in force, and article 11 par. 2 of the Company's Articles of Association, up to the lapse of the deadline, within which the Company's Shareholders Ordinary General Meeting is to be convened in 2027 and up to the taking of the relevant decision, and may not exceed two years.
B) Subsequently, the members of the new R.N.C. of the Company, at its meeting, which took place on 11.05.2026, after having first ascertained that Mr. Plutarchos Sakellaris of Konstantinos is independent of the Company (examined entity), within the meaning of article 9 par. 1 and 2 of L. 4706/2020, as in force, appointed, as Chairman of the Company's R.N.C., Mr. Plutarchos Sakellaris of Konstantinos and the R.N.C. of the Company was formed into body as follows:
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1) Plutarchos Sakellaris of Konstantinos, Chairman of the R.N.C. (Independent Non-Executive Member of the Board of Directors of the Company),
2) Ourania Aikaterinari of Nikolaos – Parmenion, Member of the R.N.C. (Independent Non-Executive Member of the Board of Directors of the Company), and
3) Athanasia Kleniati-Papaioannou of Konstantinos, Member of the R.N.C. (Non-Executive Member of the Board of Directors of the Company).
The members of the R.N.C. of the Company are in a position to effectively exercise the committee’s competencies under applicable law and its Rules of Operation.
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