Frigoglass SAIC Corporate Governance

The Board is appointed by the shareholders and consists of six members, four of whom are non-executive and two of them are independent.

Frigoglass SAIC implements the corporate governance principles, as dictated by the current applicable legislation. Within this framework, and in compliance to the specifically referred to in Article 17 of the Law 4706/20 and in Article 4 of the Capital Market Commission Decision (Decision 2/905/3.03.3021 of the BoD of the Capital Market Commission), the Company has adopted with its BoD decision as of 13.11.2025, the Hellenic Corporate Governance Code of the Hellenic Corporate Governance Council (June 2021), with the deviations explicitly mentioned in the Statement of Corporate Governance, as reflected each year in the Annual Financial Report of the Company.

You can download the Hellenic Corporate Governance Code by clicking the relevant pdf icon.

SUMMARY OF THE INTERNAL REGULATION OF OPERATION
AUDIT COMMITTEE TERMS OF REFERENCE
HR, Remuneration & Nomination Committee Terms of Reference
Codified Articles of Association
Hellenic Corporate Governance Code 2021
FRIGOGLASS SAIC BOARD Remuneration Policy
FRIGOGLASS SAIC Board Suitability Policy

Frigoglass policies

Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics constitutes an integral part of responsible corporate governance to which Frigoglass has committed and was approved by the Board of Directors and Management.

Information Security Policy

The main objective of Frigoglass Information Security Policy is to create a basis for the continuous improvement of process efficiency and information security, aiming at continuously meeting the needs and expectations of its customers to their full extent.

“Speak Up” policy

The Frigoglass Speak Up policy is designed to support its employees, full time or part-time, contractors, providers, clients and other audience members, which consider that they have discovered violations of the company procedures or corruption actions or other irregularities. All disclosures are being treated as highly confidential and sensitive.

Human rights policy

In Frigoglass we value our people and our success depends on them. All of our employees should work in a safe, positive and supportive environment with the highest ethical standards to support and safeguard their rights.

Quality policy

Frigoglass quality policy aims at delivering maximum value to both internal and external customers.

Environmental policy

For Frigoglass, environmental responsibility is a fundamental part of its sustainable business development and an inextricable part of its Corporate Social Responsibility.

Health and safety policy

At Frigoglass, occupational health and safety (OH&S) is a fundamental principle that concerns all our operations worldwide.

Code of Business Conduct and Ethics
Information Security Policy
Speak Up Policy
Human Rights Policy
Quality Policy
Environmental Policy
Health & Safety Policy
Frigoglass Employees Privacy Notice
Data Protection Policy

 Board of directors

Haralambos (Harry) G. David, Chairman (non-executive)

Mr. Haralambos (Harry) David was elected Chairman of the Board of Directors of the Company in November 2006. He has been a member of the Board of Directors of the Company since 1999. His career began as a certified Investment Advisor with Credit Suisse in New York. He then served in several executive positions in various companies (public and private). Today he holds a position on the Board of Directors of the companies A.G. Leventis (Nigeria) Ltd, Nigerian Bottling Company Ltd, Pikwik Nigeria and ΤΙΤΑΝ Cement International S.A. In addition, Mr. David is a member of the Board of Directors of the Foundation Anastasios G. Leventis (Cyprus), Chairman of the Committee for the Olympic Preparation Scholarship Programme of the A. G. Leventis Foundation as well as a member of the TATE Modern’s Africa Acquisitions committee. He has served on the Boards of Alpha Finance, PPC (Hellenic Public Power Corporation) and Emporiki Bank (Credit Agricole).

Juan Del Yerro San Roman, Vice-Chairman, (non-executive)

Mr. Juan Del Yerro San Roman, member of the Madrid Bar Association, began his career in 1985 as an associate at an international law firm, advising multinational companies such as McDonald’s, Anheuser Busch, Mars Group, Oral-B Laboratories, The Rank Organisation, Supermarket Systems and Midas, with a focus on Labour and Commercial Law, Advertising, Competition and Foreign Investments. In 1990, he co- founded a group of companies providing outsourced technical services to the refrigerated equipment fleets of the Coca-Cola System in Spain and Portugal, where he has since served as Director and Executive Officer in the companies grouping Interbeverage Services SL, expanding operations to North Africa and other European countries. Mr. Del Yerro is also a member of the International Executive Committee of CIC, a leading organisation in Nature Conservation and Sustainability, and has been a Member of Honour of its Spanish Delegation since 2010.

Vasileios Soulis, Chief Executive Officer (executive)

Mr. Vasileios Soulis was elected CEO of the Company in May 2023. He started his professional career in 1988, working as a junior consultant and researcher at the Management Development Research Centre in Athens. A year later, he was appointed

to the position of Management Accountant at Uniliver PLC, London. Mr. Soulis also worked as Financial Director in the following companies, 3P Romania, Frigoglass Romania, Frigoglass SAIC (Patra’s plant). In addition, he held the position of General Director and Regional Director Europe (Sales and Production) in Frigoglass Romania and the position of Regional Director Production Europe in Frigoglass SAIC. Mr. Soulis also worked in the Frigoglass’ group of companies as Integration Manager – Turkey, Regional Executive Director (Asia), Head of Finance Europe and North America, Executive Director Frigoserve and Group Digital Transformation Director in Frigoglass SAIC. From 2021 to 2022, he held the position of Digital Transformation Director of the group of companies Avramar Ichthyokalliergeies in Athens, and currently Mr. Soulis is an administrator-partner at Maestro Solutions, Business and Management Consulting. He holds a degree in Business Administration from the Athens University of Economics and Business, and also holds a master’s degree in Business Administration from the University of Birmingham, UK.

ZULIKAT WURAOLA ABIOLA, Senior Independent Director (Independent non-executive)

Ms. Wura Abiola was elected as a member of the Board of Directors of the Company in December 2020. She is the Managing Director of Management Transformation Ltd, serving clients in the areas of leadership, governance, organizational development, risk management, strategy and public sector policy consulting since 1999. Ms. Abiola is the Chair of the FMDQ Debt Capital Markets Development/ Infrastructure Finance Sub-Committee. She is also serving as Chairman of the Board of Directors of the companies APPZONE Mauritius Ltd, Zone Ltd, Qore Ltd and Dextrapro Ltd. Furthermore, she is a member of the Board of Directors of the companies Caledonian Motors Ltd, Caledonian Farms Ltd, Summit Oil International Ltd, AP Capital Ltd, OakAreus Ltd, Coca-Cola HBC AG, Lekoil Ltd and Cambridge LNG Limited, additionally serving as Chairman of the Audit Committee of Lekoil Ltd, Chairman of the Remuneration Committee of Cambridge LNG Limited and member of the Audit Committee of Coca-Cola HBC AG. Furthermore, she is a member of the Board of Directors of the non-profit organization Havek Leadership Academy. She is also a Senior Lecturer (Adjunct) on organizational development as well as corporate policy at the University of Lagos Business School. Committed to the development of the Nigerian financial sector, she served on the Nigeria Financial Sector Strategy 2020 Subcommittee on Human Capital Development Strategy. Before 1999, Ms. Abiola was a management consultant at McKinsey & Co and project supervisor at Vitol S.A. She holds a B.Sc. in Accounting from the University of San Francisco (summa cum laude), MBA (specializing in the Management of Innovation and Technology) from Imperial College, London University & École Nationale des Ponts et Chaussées in Paris, and Ph.D. in Organizational Behavior (1997) from Imperial College, London University. She also holds a diploma in Environmental Risk Assessment and Management from the Harvard School of Public Health and is an associate member of the International Coach Federation and a certified Global Professional in Human Resources (GPHR) by the Society for Human Resource Management.

Georgia Stathopoulou, Member (non-executive)

Mrs. Georgia Stathopoulou was elected as a member of the Board of Directors of the Company in July 2024. She started her career in 1995 as a Financial Planning Analyst at TASTY FOODS, a subsidiary of PEPSICO, and she was promoted within one year to Financial Planning Manager. From 1998 until 2000, she worked for Coca Cola HBC as a Business Planning and Financial Analysis Manager. From 2000 until 2008, she worked for KANTOR Management Consultants initially responsible for Financial Planning and Controlling, and then as a Manager in consulting responsible for reorganization, process redesign, strategy formulation and projects to improve companies’ performance and valuation systems. From 2008 until today, she is employed as a Financial Consultant at LCC BEVERAGES. She is a graduate in Mathematics (Honours) from the University of Athens and she also holds an MBA (Distinction) from Alliance Manchester Business School with specialization in finance and risk management.

Georgios Samothrakis, Member (Independent non-executive)

Mr. George P. Samothrakis was elected as a member of the Board of Directors of the Company and Chairman of the Audit Committee in May 2023. He started his professional career in the Lending Department of the National Bank of Greece in 1965. Subsequently, he worked with Coopers & Lybrand in Greece and in London, as Assistant Auditor and Senior Auditor respectively. In the course of his professional

career, he was a member of the Board of Directors and Chairman of PricewaterhouseCoopers Greece, a member of its Executive Committee and Chairman of the Board of Directors of Audit Services SA. Mr. Samothrakis has also served as Chairman of the Fédération des Experts-Comptables Méditerranéens and the Institute of Financial Management of the Hellenic Society of Business Administration, as well as a member of its Board of Directors. In addition, he is a member of the Tax Committee and the Corporate Governance Committee of the Hellenic-American Chamber. He has participated as a member of various committees of the Ministry of Economy and Finance. Currently, Mr. Samothrakis is a member of the Board of Directors and Chairman of the Audit Committee of the company Thrace Plastics SA, serves as a consultant to the Supervisory Board of the Greek Institute of Certified Public Accountants (SOEL) and has also served as Vice President of SOEL. He holds a degree from the Athens University of Economics and Business.

 

Committee charters

The Audit Committee ensures that the internal and external audits within the Company comply with statutory requirements and are effective and independent. It also serves to facilitate good communication between the auditors and the Board of Directors. The Audit Committee oversees the annual statutory audit and the half year statutory review as well as the ongoing audit work that is performed by the internal audit function of the Company. It ensures that all recommendations of external and internal audits are implemented by the Company’s management.

 

The Audit Committee evaluates the internal audit reports and the availability of human resources and equipment of the internal audit department.

 

The Audit Committee also evaluates the appropriateness of the system of internal control, computer system and security, as well as the reports of the external auditors concerning the financial statements. Ιt also follows the procedure of financial information and the efficient operation of the risk management system. Finally, it is burdened with the task of providing its opinion to the Board in order for it to propose to the General Meeting the appointment of external auditors.

 

The Company’s Audit Committee, taking into consideration the resolution of 13.11.2025 of the Extraordinary General Meeting of the Company’s shareholders and specifically its appointment as an independent committee, in accordance with the provisions of article 44 of Law 4449/2017 and article 9 of Law 4706/2020, as in force, consisting of a total of three (3) members, comprised in particular of two (2) Independent Non-Executive Members of the Board of Directors and one (1) third party (non-member of the Board of Directors), unanimously decided during its meeting on the 13.11.2025, its convention as a body as follows:

 

Chairman: George Samothrakis – Independent Non-executive member of BoD
Member: Georgia Stathopoulou – Non-executive member of BoD
Member: Konstantinos Kotsilinis – Third party (Non-member of the BoD) and Independent

 

Members have past employment experience in either finance or accounting roles or comparable experience in corporate activities.

 

Internal Audit

The Internal Audit department is an independent function that ensures that all operations are executing their duties in accordance with the corporate objectives, policies and procedures. In particular, Internal Audit seeks to ensure that internal financial control systems across the Company remain robust and consistent.

The internal auditor acts according to the International Standards for the Professional Practice of Internal Auditing and the policies and procedures of the Company, and reports directly to the Audit Committee of the Board.

The role of the Human Resources, Remuneration and Nomination Committee is to establish the principles governing the Company’s human resources policies which guide management decision-making and action.

More specifically, its duties are inter alia to: Oversee succession planning policy, Establish the principles governing the Company’s Internal Citizenship policies, Establish the Compensation Strategy and Submit to the Board proposals for executive Board members remuneration, Assess the suitability of Board members.

 

The Human Resources, Remuneration and Nomination Committee, which is appointed by the Board, is comprised of the following three (3) non-executive Board members:

 

Chairman:        Zulikat Wuraola Abiola – Independent/ Non‐executive

Member:          Haralambos David – Non‐executive

Member:          George Samothrakis –  Independent/ Non‐executive

 

The CEO and Group HR Director shall normally attend meetings, except when discussions are conducted concerning matters affecting them personally.

The duties of the Investment Committee are to recommend to the Board the Company’s Strategy and Corporate Development, as well as to evaluate and suggest to the Board new proposals for investments and/or Company expansion according to the defined strategy of the Company. Moreover, the Investment Committee is also responsible for evaluating and suggesting to the Board opportunities for business development and expansion through acquisitions and/ or strategic partnerships.

 

The Investment Committee, which is appointed by the Board, is comprised of the following three (3) Board members:

 

Chairman:        Harry David           – Non‐executive

Member:         Georgia Stathopoulou– Non‐executive

Member:         Vasileios Soulis     – Executive

Dealings in company shares

Download the table of transactions of the obliged persons of the company according to the Law 3340/2005 and the decision of the Board of Directors of the Capital Market Commission 3/347/12.7.2005.

Table of Transactions

Disclosure from TR1

The disclosure shall be made to our Company and to the HCMC by submission of disclosure form TR1.
The TR1 disclosure form shall be submitted to:

a)The Company’s offices, by:
Mail : 15 A.Metaxa GR145 64 Kifisia Athens, Greece c/o Department of Investor Relations
Tel   : +30 210 6165711
Fax  : +30 210 6199097
Email: Frigoglass.SAIC.ir@frigoglass.com

b)The central registry of the HCMC:
Mail: Directorate of public offerings and supervision of listed companies
Department of supervision and monitoring of the behaviour of listed companies
1 Kolokotroni and Stadiou Streets 105 62 Athens, Greece
Fax: +30 210 337 7243

Shareholders must ensure that the documents are successfully sent and received by the competent registry service of the HCMC. It is the obligation of the shareholder to fill in the TR1 form properly. The shareholder is responsible for any mistakes or omissions. The TR1 form must be properly signed by the shareholder himself or by another duly authorised person, and in the case of a legal entity, by its legal representative. Relevant proxies must be filed with the HCMC together with the TR1 form. Proxies will be valid until revoked. The HCMC is the authority responsible for the supervision of the disclosure requirements.

Law 3556/2007 (in Greek)
Decision 1/434/ 3-7-2007 of the Board of Directors of the HCMC (in Greek)
Circular 33 of the HCMC (in Greek)
TR1 FORM (ENGLISH)