Athens Water Supply and Sewerage S A : ISSUE 8 Remuneration Policy

EMPLOYMENT POLICY

REMUNERATION POLICY

	General Directorate of Human Resources
Responsible Print /	(and in particular the Directorate of
Remuneration and Labor Relations) with
Review Unit
the guidance of the Remuneration and
	Nominations Committee
Version	4 th
Effective date	11/07/2024
Approved by	General Assembly

Document versions

Version	Date	Changes (description)
v .1.0	26/06/2020	First approved version
v.2.0	25/06/ 2021	Second approved version
v.3.0	06/09/ 2023	Third approved edition
v. 4.0	11/07/ 2024	Fourth Authorized Edition
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CONTENTS
1. Introduction	3
1.1 Purpose	3
1.2 Current institutional and supervisory framework	4
2. Scope	5
3. Components of Remuneration and Benefits	5
4. Remuneration and Benefits of Board Members	6
4.1 Remuneration and Benefits of non-Executive Board Members	6
4.1.1 Importance of remuneration for independent non-Executive Board Members ...8
4.2 Remuneration and Benefits of Executive Board Members	9
4.2.1 Fixed salaries	9
4.2.2 Variable remuneration	10
4.2.3 Malus & Clawback provisions	11
4.2.4 Benefits - Expenses	11
4.2.5 Contracts	11
5. Measures to avoid and manage conflicts of interest ………..…………….12
6 . Remuneration Framework Governance	13
6 .1 Remuneration Policy Governance	13
6 .2 Remuneration Governance	14
6 .3 Governance of annual Remuneration Report Board members	14
6 .4 Publicity obligations	15
6 4.1 Publicity obligations of Remuneration Policy	15
6.4.2 Obligations to publish the Annual Remuneration Report	15
7 . Remuneration Policy Limitations	15
8 . Validity of the Remuneration Policy	16
Annex I	17
Annex II	2 1

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1. Introduction

1.1 Purpose

The joint-stock company with the name "ATHENS WATER SUPPLY AND SEWERAGE COMPANY" and the distinctive title "EYDAP S.A." or "EYDAP" (hereinafter, the "Company"), the shares of which are traded on the Main Market of the Athens Stock Exchange, in the context of its compliance with the provisions of the current legislation on joint-stock companies (Law 4548/2018), the legislation on corporate governance of listed companies (L. 4706/2020) and the provisions of the Greek Corporate Governance Code that it has adopted and applies has drawn up this Remuneration Policy (hereinafter "Policy"), in order to establish and implement the basic principles and rules regarding the remuneration of members (executive and non-executive) of the Board of Directors (BoD), in a transparent, clear and understandable manner.

The purpose of this Policy includes the following:

• Ensuring the Company's compliance with the current institutional and supervisory framework.
• The promotion of the interests, the creation of long-term value and the sustainable development of the Company as well as the service of its strategic goals.
• Ensuring a sense of fair reward, commitment and reward.
• Ensuring the correspondence of the amount of remuneration with the qualifications and the contribution of the above persons to the Company.
• Ensuring the competitiveness of salaries, ensuring the creation of value for the Company, employees and shareholders.
• The monitoring of the good market practices regarding the remuneration of the members of the Board of Directors and the harmonization of the Company with them, taking into account the fact that it is listed and that it operates based on the rules of the private economy, as a public interest entity, the majority of its share capital which the Greek State owns by virtue of article 64 of Law 5045/2023.
• Ensuring that the salaries governed by the Policy will be determined taking into account the salary and working conditions of the Company's employees.
• The alignment of remuneration with the profitability, capital adequacy and liquidity of the Company.
• The attraction, retention and motivation of competent executives who add value to the Company with their skills, knowledge and experience and possess the appropriate qualifications for the exercise of their strategic and control duties, as well as the appropriate specialization and professional experience for the development and implementation of the Company's strategic and business plan.
• The assurance that the remuneration and benefits determined by the Policy take into

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account the size of the Company, the complexity of its action, the extent of the responsibilities of the persons who fall within its scope, their degree of responsibility, the corporate strategy, the purposes of the Company and their realization.

During the preparation of this Policy, all of the above was taken into account and the principle of paying fees was observed based on the reasonable and fair measure to the persons selected as the most suitable and with the best performance, taking into account the needs and the nature of each position or functional role as well as the well-being of the Company, the long-term enhancement of its value and its sustainable development.

The Policy is available on the Company's website www.eydap.gr .

1.2 Current institutional and supervisory framework

• Law 5106/2024 "Regulations to address the multi-level impacts of climate change in the areas of: a) water management, b) forest management and protection, c) urban resilience and policy, d) combating arbitrary construction, e ) of energy security and other urgent provisions."
• Law 5045/2023 "Strengthening the income of employees, young people, family and work - Pension arrangements and other urgent provisions".
• Law 5037/2023 "Renaming the Energy Regulatory Authority to the Waste, Energy and Water Regulatory Authority and expanding its scope with responsibilities over water services and urban waste management, strengthening the water policy Modernizing the legislation on the use and production of electricity from renewable sources through the integration of EU Directives 2018/2001 and 2019/944 Special provisions on renewable energy sources and environmental protection".
• Law 4812/2021 "Ratification of the 24.3.2021 amendment of the 3.2.2020 partial Donation Agreement for Project I [Appendix 5 of Law 4564/2018] and the 13.5.2021 amendment of the 6.9.2018 donation agreement between "Stavros S. Niarchos Charitable Foundation" and the Greek State for the strengthening and upgrading of the infrastructure in the health sector and its Annexes, arrangements for dealing with the COVID-19 coronavirus pandemic and other provisions".
• Law 4706/2020 "Corporate governance of joint-stock companies, modern capital market, incorporation into Greek legislation of Directive (EU) 2017/828 of the European Parliament and of the Council, measures to implement Regulation (EU) 2017/1131 and other provisions".
• Law 4548/2018 "Reform of the law of joint-stock companies".
• Law 4387/2016 "Unified Social Security System - Reform of the insurance - pension system - Income and gambling taxation arrangements and other provisions".
• Law 4354/2015 "Management of non-performing loans, salary arrangements and other urgent provisions for the implementation of the agreement on fiscal targets and structural reforms".
• Law 3429/2005 "Public Enterprises and Organizations (D.E.K.O.)".
• Law 2744/1999 "Regulations of issues of the Capital Water and Sewerage Company

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(E.YD.A.P.) and other provisions".

• Law 1068/1980 "On the establishment of a unified primary water and sewerage agency".

At the same time, the provisions of the Articles of Association, the Operating Regulations of the Company, the Greek Code of Corporate Governance, as well as the terms of the relevant Collective Labor Agreements are taken into account and apply.

2. Scope

The Policy is applied at the parent Company level.

The Policy is established and implemented for:

• Members of the Board of Directors (BoD) (executive and non-executive, including the Chairman of the Board)

According to article 110 par. 1 sec. a' of Law 4548/2018, the Remuneration Policy may be applied following a decision of the Board of Directors following a recommendation by the Remuneration and Nominations Committee and for general managers, provided that this is permitted based on the current institutional and supervisory framework governing the operation of the Company.

3. Components of Remuneration and Benefits

The allowances that may be granted to the persons who fall within the scope of this Policy are divided into the following categories:

• Fixed salaries: These aim to reward the persons subject to the Salary Policy according to:
• 1. the job position (responsibilities and responsibilities) and the relative weight it has for the Company ,
  2. the experience and expertise required to perform the duties of the position ,
  3. the salaries given for similar positions by similar companies, as they result from Salary Surveys of the Greek market.
• Variable remuneration (Bonus): These remunerations depend on the performance evaluation data of the persons subject to the Remuneration Policy, but also on the results of the Company. Variable remuneration aims to reward their effort and enhance the efficiency of executives.

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• Benefits: (e.g. group insurance policies, company car, cell phone, free distribution of products, travel expenses, etc.).
  The benefits strengthen the Company's competitiveness in terms of attracting and retaining executives.

4. Remuneration and Benefits of Board Members

4.1 Remuneration and Benefits of non-Executive Board Members

The non-executive members of the Board of Directors receive the following:

• Chairman of the Board of Directors: The Chairman of the Board of Directors receives:
• • fixed annual salary (monthly payment)
  • additional annual fee (flat rate) for his/her performances on the Board
  • monthly compensation for performance and movement expenses
• Other Non-executivemembers of the Board of Directors: The non-executive members of the Board of Directors receive:
• • annual fee (flat rate) for their performances on the Board
  • monthly compensation for performance and movement expenses

The non-executive members of the Board of Directors, including the Chairman of the Board of Directors, may receive additional remuneration for their participation or their Chairmanship in the following Committees:

• Control Committee
• Remuneration and Nomination Committee
• Strategy, Innovation and Sustainable Development Committee
• Risk Management Committee
• Regulatory Compliance Committee

These salaries include:

• fee per meeting: The fees of the members of the Committees are lower than the fees of the Presidents and depend on the degree of specialization, the time of employment and the responsibility of the members. For the role of Chair of Board Committees, a higher fee per meeting is provided to cover the time required to coordinate and organize the work of the Committee, as well as the preparation of the meetings. A maximum remuneration limit is set for the members and the Chairman of the Committees, based on the number of meetings.

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• monthly compensation for performance and travel expenses related to meetings of the various Committees.

In addition, the non-executive members may be invited to participate in other Committees of the Company outside the Board of Directors provided for by the Staff Regulations (e.g. Disciplinary and the Service Council), with the possibility of providing additional fixed fees, the amount of which will be determined by separate decisions of the Board of Directors.

Violation of the attendance requirements of the non-executive members at the meetings of the Board of Directors or its Committees, initially result in the establishment by the Chairman of the Board of Directors and the respective Committees and depending on the nature of the problem faced by the member may be decided and the possible its replacement.

Apart from the above salaries and the benefits mentioned in chapter 4.2.4, no other remuneration and/or benefits are paid to the non-executive members of the Board of Directors. In particular, non-executive members are not entitled to variable remuneration, supplementary pension, nor participation in early retirement programs, nor payments linked to the end of their term of office on the Board of Directors and its Committees, with the exception of the liability insurance coverage of management executives, which also concerns to the non-executive members of the Board of Directors.

All the remuneration and any compensation of the non-executive members of the Board of Directors are reported in a separate category in the appendix of the annual financial statements.

The remuneration of the non-executive members is paid on a monthly basis and is subject to the prescribed deductions in accordance with the approved Policy as well as the applicable tax and insurance legislation. Remuneration is subject to annual review to ensure that it remains at a satisfactory level in order to attract high caliber individuals with appropriate qualifications and experience who will provide and devote the required contribution, commitment and time to the Board. For this purpose, annual surveys of remuneration and benefits of the market, as well as individual surveys, are taken into account.

4.1.1 Importance of remuneration for independent non- Executive Board Members

In accordance with the provisions of paragraph 2, item a, of article 9 of Law 4706/2020 on corporate governance, in order to designate a non-executive member of the Board of Directors. as an independent should, both during his appointment and during his term of office, not hold directly or indirectly a percentage of voting rights greater than zero point five percent (0.5%) of the Company's share capital and at the same time, be free from

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financial, business, family or other dependent relationships, including not receiving any significant remuneration or benefit from the Company or from a company affiliated with it.

To this end, the Company has put in place a framework to ensure that the remuneration and benefits received by independent non-executive members are consistent with their independence. Therefore, the criteria that the Company takes into account in order to evaluate the importance of the remuneration or benefit received by each independent non-executive member of the Board of Directors are summarized below:

• The size, the internal structure, the organization, the complexity of the activities, the special characteristics and the branches of activity of the Company.
• The member's skills, abilities, diversity, knowledge and experience.
• The important international experience in business as well as in the wider social field that the member of the Board of Directors possesses.
• Ensuring and effectively exploiting the diversity of each member of the Board of Directors.
• The requirements of the role of the board member.
• The place of residence of the board member.
• The financial situation of the member of the Board of Directors and any other remuneration received from related companies.
• The remuneration levels of independent non-executive members in similar companies in the Greek market (monitoring of annual reports).

4.2 Remuneration and Benefits of Executive Board Members

When determining the remuneration of its executive members, the Board takes into account:

• the responsibilities and functional requirements of their position,
• the degree of complexity of the activities, the criticality and scope of responsibility of their position ,
• the required academic background, the required professional experience,
• their performance in relation to predetermined quantitative and qualitative objectives,
• the amount of salaries of employees in the Company,
• the financial situation, performance and prospects of the Company,
• the degree of difficulty in finding persons with the appropriate skills required for each position and
• the fees in listed companies of a similar size to EYDAP

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The Company's goal is for the level of total remuneration to be close to the market average of a comparable sample, as reflected by remuneration surveys of companies of similar size.

However, the Remuneration and Nominations Committee may recommend to the Board of Directors whether it will finally adopt the average or justify why it considers that the specific executives should receive something different from the average (above or below and as a rule within the limits of the salary range they have approved), taking into account the fact that it is listed and that it operates based on the rules of the private economy, as a public interest entity, the majority of the share capital of which is held by the Greek State pursuant to article 64 of Law 5045/2023.

4.2.1 Fixed remuneration

The executive members of the Board of Directors receive:

• fixed salaries which are paid monthly.
• additional annual fee for their participation as members of the Board of Directors (flat rate) and/or in Board Committees (per meeting).

The fixed remuneration of the executive members is paid on a monthly basis and is subject to the prescribed deductions in accordance with the approved Policy as well as the applicable tax and insurance legislation. In addition, the fixed salaries of the executive members are determined through contracts that these executives sign with the Company, which specify the responsibilities and duties of these executives as well as the amount of their salaries. The components of the fixed salaries of the executive members include their fees for their participation in the Board of Directors or for their participation in Board Committees.

4.2.2 Variable remuneration

Since the immediate requirement for the Company is to improve its performance and results, the Company grants additional incentives for the positions of the executive members of the Board of Directors in the form of variable remuneration linked to short- term and/or medium-term corporate goals.

The Remuneration and Nominations Committee annually recommends to the Board of Directors for a final decision the establishment and revision (when required) of Performance Measurement Indicators (KPIs), the objectives that should be achieved and the percentage of the amount of variable remuneration in the event of their achievement (the amount of the granted variable remuneration should not exceed 20% of the fixed remuneration of the executive members - see Appendix I). The objectives must be consistent with the Company's investment and strategic plan. In addition to the annual goals, it is possible to establish additional long-term goals, the evaluation of which will be

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done over time, for example 3 years.

Variable remuneration is paid once a year after the publication of the Annual Financial Results subject to the achievement of the targets set for the Key Performance Indicators (KPIs). In principle, a time limit of 3 months after the approval by the Board of Directors of the Company's budget is set for the target location. In case, after the publication of the financial results of the previous year, there is a significant change in the above amounts, the targets can be adjusted within 2 months after the date of publication of the Financial Statements of the previous year.

In addition, by decision of the Board of Directors, additional extraordinary variable remuneration may be paid to the executive members of the Board linked to the achievement / completion of a strategic goal, the amount of which will not exceed the gross basic remuneration of two monthly salaries. The target linked to the additional extraordinary variable remuneration is a recommendation of the Remuneration and Nomination Committee and is approved by the Board of Directors. The additional extraordinary variable remuneration and the time of its payment are proposed by the Remuneration and Nominations Committee, approved by the Board of Directors and constitute an update in the Annual Remuneration Report to the General Meeting of Shareholders.

4.2.3 Malus & Clawback provisions

In case of violation of regulations or procedures, non-compliance with suitability and reliability standards or other equally serious cause, for behavior that led to significant losses the Company is entitled to demand the return of all or part of the bonus awarded, due to breach of contractual terms or inaccurate financial statements of previous years or generally based on incorrect financial data, which were used to calculate this bonus as well as to use all legal means of claim.

4.2.4 Benefits - Expenses

The other benefits only concern the Chairman and the executive members of the Board of Directors (with the exception of the liability insurance coverage of Management Executives which also concerns the non-executive members of the Board of Directors) and are not included in the definition of variable remuneration of the Remuneration Policy. The benefits granted to the Chairman and the executive members of the Board of Directors, taking into account market practices and the benefits granted to the company's staff, concern:

• Provision of company car and related coverages.
• Provision of laptop computer, telecommunication equipment and mobile phone plan.

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