Sarantis S A : SUITABILITY POLICY

GR. SARANTIS S.A.

SUITABILITY POLICY OF THE MEMBERS OF BOARD OF DIRECTORS

MAY 2021

Contents
1.	Introduction.........................................................................................................................	3
2.	Policy's Purpose .................................................................................................................	3
3.	Scope of the Suitability Policy ............................................................................................	4
4.	Definitions...........................................................................................................................	4
5.	Approval, revision and disclosure of the Policy ..................................................................	4
6.	Fundamental Principles in Applying the Policy ..................................................................	4
7.	Governance - Pertinent Bodies .........................................................................................	6
8.	Suitability Assessment Criteria...........................................................................................	7
8.1 Individual Suitability .........................................................................................................	7
	8.1.1 Adequacy of Knowledge and Skills ...........................................................................	8
	8.1.2 Guarantees in Terms of Ethics and Reputation ........................................................	8
	8.1.3 Conflict of Interests....................................................................................................	9
	8.1.4	Independence of Judgment ...................................................................................	9
	8.1.5 Allocation of Sufficient Time ................................................................................	10
8.2	Collective Suitability .................................................................................................	10
	8.2.1	General ................................................................................................................	10
9.	Diversity Criteria ...............................................................................................................	11
10.	Implementation, Monitoring and Amendment of Policy ...............................................	12

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1. Introduction

The Suitability Policy of the members of the Board of Directors (hereinafter referred to as "Policy") is part of the Corporate Governance System of "GR. SARANTIS SA" (hereinafter referred to as the "Company"). It aims to attract and retain competent individuals who will ensure the exercise of proper and effective management for the benefit of the Company and all stakeholders and towards the achievement of the Company's strategic goals.

The Policy takes into account the provisions of Law 4706/2020 and the circular number 60 / 18.09.2020 of the Hellenic Capital Market Commission under the following subject: "Guidelines for the Suitability Policy of Article 3 of Law 4706/2020". In this context, the Company will ensure that the members of the Board of Directors of both the Company and its major subsidiaries (hereinafter "BoD") at all times:

1. have the professional qualifications, knowledge, skills, independence of judgment, reputation and experience to enable them to exercise sound and consistent management; and

b) have adequate guarantees in terms of ethics, reputation and integrity.

2. Policy's Purpose

The Policy aims at ensuring the quality staffing, efficient operation and fulfillment of the role of the Board of Directors of the Company and its major subsidiaries based on the overall strategy and the medium and long-term business objectives of the Company in order to promote corporate interests.

The main objectives of this Policy are:

• The definition of the principles and rules concerning the election or replacement of the members of the BoD as well as the renewal of the term of office of its existing members.
• The analysis of the criteria for the evaluation of the suitability and credibility of the members of the BoD and the definition of the minimum required elements - supporting documents to meet these criteria.
• Ensuring the effective operation of the BoD and the fulfillment of its role as the supreme governing body of the Company, responsible for the formulation of the corporate strategy, the supervision of the management and the adequate control.
• Enhancing transparency at all stages of the evaluation of the suitability and credibility of the BoD members, both before taking the specific position (placement) and on a periodic basis (evaluation).
• The determination of the cases where it is deemed appropriate to review the suitability and credibility of the BoD members and the procedures applied therein.
• Minimizing the potential operational risks arising from the assignment of tasks to unsuitable and unreliable persons.
• The definition of the diversity criteria for the selection of the members of the BoD.

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3. Scope of the Suitability Policy

The Company falls within the scope of application of articles 1-24 of Law 4706/2020 and therefore must have a Suitability Policy of the members of the Board of Directors of the Company.

As for the major subsidiaries of the Company, paragraphs 8.1.1 - 8.1.4 of this Policy concerning individual suitability apply accordingly. For convenience purposes, the provisions of this policy that apply to the major subsidiaries are listed in italics.

4. Definitions

Suitability	Suitability is divided into individual and collective.
	The degree to which a person is considered to have as a member of
	the Board adequate knowledge, skills, experience, independence of
	judgment, guarantees in terms of ethics and a good reputation for the
	performance of his/her duties as a member of the Board, according to
	the eligibility criteria set by the Company's Eligibility Policy is the
	individual suitability. The suitability of the members of the Board as a
	whole is the factor that defines the collective suitability.
	This Policy defines all the principles and criteria that are applied at
	least during the selection, replacement and renewal of the term of
	office of the members of the Board, in the context of the evaluation of
	individual and collective suitability.
Credibility	Honesty, responsibility, ethics, integrity and financial strength.

5. Approval, revision and disclosure of the Policy

The Suitability Policy is approved by the Board, in accordance with article 3, paragraph 1 of Law 4706/2020 and is submitted for approval to the General Shareholders' Meeting, in accordance with article 3, paragraph 3 of Law 4706/2020. Policy Amendments are approved by the Board and, if they are essential, they are submitted for approval to the General Shareholders' Meeting in accordance with article 3, paragraph 3 of Law 4706/2020. Amendments which introduce deviations or significantly alter the content of Suitability Policy fall within the definition of essential, in particular as regards the general principles and criteria applied.

The current Policy is posted, updated, on the Company's website.

6. Fundamental Principles in Applying the Policy

The Board must at all times have a sufficient number of members, as defined in the Company's Articles of Association, as well as an appropriate composition.

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The Company seeks the staffing of the Board with persons who have guarantees in terms of ethics, reputation and high credibility.

The members of the Board have the knowledge, skills, experience and the independence of judgment required based on the duties they undertake and their role on the Board, while at the same time have sufficient time to perform their duties.

During the selection, the renewal of the term of office and the replacement of a member, the evaluation of both the individual and collective suitability will be taken into account.

The candidate members of the Board should know or be informed, among other things, as much as possible, before taking up their position on the Board of Directors, about the culture, values and broader strategy of the Company.

The Company constantly monitors the suitability of the members of the Board and in order to identify, in the light of any relevant new event, cases in which it is deemed necessary to re-evaluate their suitability. In particular, a reassessment of suitability is recommended in the following cases:

1. when doubts arise regarding the individual suitability of the members of the Board of Directors or the suitability of the composition of the body;
2. in case of a significant impact on the reputation and credibility of a member of the Board,
3. in any case of occurrence of an event that may significantly affect the suitability of the Board member, including cases in which members do not comply with the Company's Conflict of Interest Policy. The Board ensures for the Company the appropriate succession plan, for the smooth continuation of the management of the Company's affairs and the decision-making after the departure of members of the Board of Directors, especially executive and members of committees.

Prerequisite for the election or retention of membership in the Board of Directors of the Company is the following: there should not be in place within one (1) year, before or after the member's election respectively, a final court decision acknowledging the member's liability for loss-making transactions of a public limited company of Law 4548/2018, listed on a regulated market or in a multilateral trading mechanism, or non-listed, with related parties. The articles of association may provide for a longer period of time than specified in the previous paragraph. Each candidate member submits to the Company a responsible statement that there is no impediment to this and each member of the Board notifies the Company without delay of the issuance of a relevant final court decision, if any.

A condition for the assignment of management and representation powers of the Company to third parties or for the maintenance of the relevant assignment in force, is the following: there should not be in place within one (1) year, before or after the assignment of the powers to them, a final court decision recognizing their fault for loss-making transactions of a public limited company of Law 4548/2018, listed on a regulated market or in a multilateral trading mechanism, or non-listed, with related parties. The articles of association may provide for a longer period of time than specified in the previous paragraph. Each third party, that is candidate for the assignment of the above powers, submits to the Company a responsible statement that there is no obstacle and each third party, to whom an assignment has been made, notifies the Company without delay of the issuance of a relevant final court decision.

In the event that the termination of the assistance of one or more of the eligibility criteria is found in a member of the Board of Directors, for reasons that this person could not prevent even with extreme

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