Motor Oil Hellas Corinth Refineries S A : Corporate Governance Statement for the Fiscal Year 2025

About this update from Motor Oil (hellas) Corinth Refineries S.a.

CORPORATE GOVERNANCE STATEMENT FOR THE FISCAL YEAR 2025 The present Corporate Governance Statement has been compiled in accordance with the provisions of article 152 of the Law 4548/2018 as amended and in force, articles 9, 14 and 18 of the Law 4706/2020 and forms part of the Report of the Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (hereinafter "MOTOR OIL" or "Company") for the fiscal year 2025 as a separate section of it. The legal framework governing the operation of MOTOR OIL and defining its obligations as a company having its registered address in Greece is dictated by Law 4548/2018 on "Societés Anonymes", as in force. Apart from the Law 4548/2018, issues such as the objectives of the Company, its corporate objective, its duration, the responsibilities of the Board of Directors and of the General Assemblies, the appointment of Certified Auditors, the liquidation and dissolution of the Company are set out at its "Company Memorandum & Articles of Association", available on the corporate website https://www.moh.gr (option: Investor Relations/ Corporate Governance/ Policies). As a Company the shares of which are listed on the Main Market of the Athens Stock Exchange, MOTOR OIL is under additional obligations pertaining to the specific areas of corporate governance, dissemination of information to the investment community and the supervisory authorities, the publication of financial statements etc. The additional obligations of the Company are defined in Law 4706/2020 as in force and in article 44 of the Law 4449/2017 as it is in force. Moreover, the Athens Stock Exchange Regulation clearly sets forth the obligations of listed companies in conformity to the decisions of the ATHEX Board of Directors. The Company, following the decision of its Board of Directors dated 14 July 2021, adopts and implements the Hellenic Corporate Governance Code which was compiled and published by the Hellenic Corporate Governance Council in June 2021. The code is available on the corporate website https://www.moh.gr in the particular option: Investor Relations> Corporate Governance> Policies. The Company's Board maintains that the existing institutional and regulatory framework in force in our country is sufficient, especially after the enactment of the Law 4706/2020 as amended and in force. Additionally, in the context of adopting the best practices of corporate governance and aiming at strengthening its Corporate Governance System, MOTOR OIL has established: Anti-Bribery and Anti-Corruption Policy, which aims to protect the Group's reputation and avoid potential adverse civil and criminal consequences, Regulatory Framework Violation Reporting Policy ("Whistleblowing Policy"), which is in line with the current legislative and regulatory requirements and the international best practices. Code of Ethics and Corporate Responsibility Policy Against Violence and Harassment at work, which is in line with the current legislative and regulatory requirements as well as the international best practices. Charter of the Company's Board of Directors, which sets the principles and the framework for the operation of the Board of Directors and has been compiled pursuant to the provisions of Laws 4548/2018 and 4706/2020, as in force. the Company Memorandum and Articles of Association, and the approved Directors' Suitability Policy. All the above corporate governance documents are uploaded on the Company's website in the particular option: Investor Relations/ Corporate Governance/ Policies. Pursuant to article 4 of the decision 2/905/03.03.2021 of the Board of the Hellenic Capital Market Commission, the Hellenic Corporate Governance Code is implemented based on the "comply or explain'" principle observing the international best practices. A table indicating the compliance of MOTOR OIL in the Special Practices dictated by the Hellenic Corporate Governance Code is provided in the appendix of the present Corporate Governance Statement. In cases whereby the Company does not implement the Special Practices of the Code, or implements them in a different way, the relevant explanation is provided. With reference to the way of function of the Internal Control and Risk Management - ICRM - Systems of the Company and the Companies included in the consolidated financial statements, in relation to the process of preparation of financial statements, it is hereby mentioned that the reporting system utilizes a professional and highly advanced software for reporting to the top management of the Company and to external users. Comprehensive Income and Financial Position Statements along with other relevant analyses are reported to top management on a monthly basis and are prepared on a stand-alone and consolidated basis for management and statutory reporting purposes in accordance with the International Financial Reporting Standards (IFRS) and the pertaining regulations on a quarterly basis. Both management and statutory reporting include all the necessary information pertinent to an up-to-date controlling system, including sales, costs, operating profit as well as further relevant details. The management reports include current period data which are compared to the budget that was approved by the Board and to the Previous Year corresponding reporting period. All the statutory interim and year end reporting financial statements are prepared in accordance with the IFRS, include all the necessary financial information and disclosures according to the IFRS, and are approved in their entirety by the Board. The yearly and half-year reporting financial statements are reviewed by the Audit Committee, for the completeness and consistency in relation to the information provided to the Committee as well as the accounting principles applied by the Company, prior to their approval by the Board. The Management of the Company ensures that the financial statements present a true and fair view of the assets, liabilities, financial position and results of the Company at consolidated and stand-alone basis. In this context, the Company has developed internal procedures for the identification of risk areas that may affect the preparation process of the financial statements taking corrective measures to ensure the accuracy of their content on a timely basis. The identification, assessment and management of risks in relation to the process of preparing the financial statements is carried out at first level by the Risk Owners who are managers responsible for each business function of the activities of the Group. Regular reporting to the top management contributes to the identification of risks ensuring adaptation of procedures and implementation of corrective measures. The effectiveness of the risk management system in relation to the process of preparing the financial statements is supervised by the top executives, the Audit Committee and the Board of Directors in cooperation with the external auditors. The Company has its own Operating Regulations approved by its Board of Directors. A summary of the most recent version of Company Operating Rules is available on the corporate website https://www.moh.gr in the particular option: Investor Relations> Corporate Governance> Policies. The Operating Regulations include everything foreseen in paragraph 3 of article 14 of Law 4706/2020, including, among others, the main features of the Internal Control System i.e. at least the operation of the Internal Audit Division, Risk Management Unit and Compliance Unit. The Company has the aforementioned functions according to the organizational chart which is available on the corporate website in the particular option: Company/Organizational Structure . By virtue of the decision of the Board of MOTOR OIL (HELLAS) S.A. (the "Company") dated 23.07.2025, pursuant to the provisions of the Law 4706/2020 and the Decision 1/891/30.09.2020 of the Board of HCMC as it is applicable, Deloitte Certified Public Accountants S.A. were appointed to carry out the evaluation of the adequacy and effectiveness of the Internal Control System (the "ICS") of the Company and the significant subsidiaries CORAL S.A. OIL AND CHEMICALS COMPANY, AVIN OIL INDUSTRIAL, COMMERCIAL & MARITIME OIL COMPANY SINGLE MEMBER S.A. and, NRG SUPPLY AND TRADING SINGLE MEMBER ENERGY S.A. for the period from 01.01.2023 until 31.12.2025 with reference date 31 December 2025 as well as the evaluation of the implementation and effectiveness of the Corporate Governance System (the "CGS") of the Company for the period from 01.01.2025 until 31.12.2025 with reference date 31 December 2025. The evaluation of the ICS was carried out based on the Regulatory Framework, as further specified in the audit program issued pursuant to the Decision No. 278/16.01.2026 of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB), in accordance with the International Standard of Assurance Engagements (ISAE) 3000 "Assurance Engagements other than Audits or Review of Historical Financial Information" and the evaluation of the CGS was conducted on the basis of the procedures provided for in Decision No. I 73/08b/14.02.2024 of the Supervisory Board of the Institute of Certified Public Accountants of Greece and in accordance with the aforementioned International Assurance Standard. The conclusion of the Independent Evaluator, as included in the final evaluation reports dated 6 March 2026, states that, based on the audit carried out in relation to the evaluation of the adequacy and effectiveness of the ICS of the Company and its significant subsidiaries and of the CGS of the Company, with reference date 31 December 2025, nothing has come to its attention that could be deemed as material weakness of the Company's CGS or the of the ICS of the Company and its significant subsidiaries, pursuant to the Regulatory Framework. The total number of shares issued by MOTOR OIL (HELLAS) S.A. equals 110,782,980 with a nominal value of Euro 0.75 per share. All shares are common registered shares and besides these no other securities exist, embodying rights to Company control. Each share embodies the right of one vote in the General Assemblies except for the Company own shares1 whose representation and voting rights at the General Assembly are suspended. The major shareholder of the Company is the entity under the legal name "PETROVENTURE HOLDINGS LIMITED" which holds 40.00% of the voting rights of "MOTOR OIL (HELLAS) S.A.". The holding company under the legal name "MOTOR OIL HOLDINGS LTD" is the controlling shareholder of "PETROVENTURE HOLDINGS LIMITED". "MOTOR OIL HOLDINGS LTD" directly holds 0.97% of the voting rights of MOTOR OIL (HELLAS) S.A. (based on Share Register data as of December 31 st , 2025). Consequently, "MOTOR OIL HOLDINGS LTD" controls on aggregate (directly and indirectly) 40.97% 2 of the voting rights of MOTOR OIL (HELLAS) S.A. The Company shares are traded on the Main Market of the Athens Stock Exchange and there are no restrictions to their transferability, there are no shareholders with special control rights nor are there any restrictions on the voting rights. Furthermore, there are no material agreements put in force, revised or terminated in case of change in the control of the Company as a result of a public tender offer as well as agreements with BoD members or Company personnel that provide for compensation in case of retirement without material reason or ‌1 At of the date of writing the present statement, the number of own shares held by the Company is 2,448,898 corresponding to 2.21% of the voting rights. ‌2 As of the date of writing the present statement there is no change as regards the percentage (40.97%) of the voting rights of MOTOR OIL (HELLAS) S.A. controlled by MOTOR OIL HOLDINGS LTD. termination of their term or employment as a result of a public tender offer. Furthermore, it is noted that the BoD or its members have no authority on matters of share capital increase, issuance of new shares or purchase of treasury shares. The authority on the above mentioned matters lies with the General Assembly of the Shareholders of MOTOR OIL (HELLAS) S.A. which is the only body responsible to decide on issues such as, indicatively but not exhaustively, amendment of the Company Articles of Association, election of BoD members, any increase or decrease of the Company share capital, appointment of Certified Public Accountants, approval of annual financial statements and distribution of Company earnings. The Board of Directors may appoint members in replacement of members who have resigned, passed away or lost their membership status in any other way and in cases of conflict of interest between the Board members and the Company. This appointment is possible provided that the replacement of the aforementioned members cannot be facilitated by substitute members elected by the General Assembly. The Board of Directors is the Company's highest governing body, and, according to article 14 of the Company Memorandum & Articles of Association, may consist of eight (8) up to twelve (12) members elected by the General Assembly of Company shareholders for a one - year term commencing on the day following the General Assembly from which they were elected and its tenure is extended until the expiration of the period within which the next Ordinary General Assembly must be convened and until a relative decision is taken. Members of the Board of Directors may be elected from among shareholders or non-shareholders, as well as MOTOR OIL senior employees. BoD members may be re-elected indefinitely without limitation and may be freely recalled. Immediately following its election by the General Assembly, the Board of Directors organizes as a Body Corporate and appoints its Chairman, up to two (2) Vice-Chairmen and the Managing Director. The Chairman of the Board of Directors presides over the meetings and, in case he is absent or cannot attend he is substituted by one of the Vice-Chairmen; in case both Vice-Chairmen are absent or cannot attend they are substituted by any member appointed by the BoD. The Chairman, the Vice-Chairmen and the Managing Director may always be re-elected. The Board holds a meeting whenever the law, the Company Memorandum & Articles of Association and the Company requirements dictate so and is considered to be at quorum and lawfully conducts its business when half the number plus one of its members are present or represented. The decisions of the Board are taken on the basis of simple majority of the present and represented Directors. Each member is entitled to one vote while the Chairman or any person acting as Chairman has no decisive vote at any meeting of the Board of Directors. According to Article 20 of the Company Memorandum & Articles of Association of MOTOR OIL, the Board is entitled to deliberate on any affair, matter, deed or action

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