Replacement of a Member of the Board of Directors and Reconstitution of the Board of Directors into Body.
The Société Anonyme under the name “PROFILE ANONYMOUS COMMERCIAL AND INDUSTRIAL INFORMATION TECHNOLOGY HOLDING COMPANY”, and the distinctive title “PROFILE SYSTEMS & SOFTWARE S.A.” (hereinafter the “Company”), in the context of the proper, valid and timely information of the investor community and pursuant to the provisions of Article 17 par. (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014, Article 5 of Law 4706/2020, Article 4.1.1 of the Athens Stock Exchange Regulation, as currently in force, as well as Article 2 (2) (e) of Decision No. 3/347/12.07.2005 of the Board of Directors of the Hellenic Capital Market Commission, announces to the investor community that the Company’s Board of Directors, at its meeting of 26 November 2025, and following the relevant recommendation of the Company’s Remuneration and Nominations Committee, in accordance with the provisions of Article 82 of Law 4548/2018 and Article 22 of the Company’s Articles of Association, and in line with the Company’s in-force Suitability Policy and its applied best practices and corporate governance procedures, unanimously elected Ms. Evanthia Giannakouri, daughter of Konstantinos, as a temporary non-executive member of the Board of Directors, replacing the outgoing non-executive member Ms. Pascale Valerie Hertzog, daughter of Paul Rober Pierre.
The newly elected member meets the criteria of individual and collective suitability in accordance with Article 3 of Law 4706/2020, as in force, and the Company’s approved Suitability Policy. No impediment or incompatibility arises under the applicable corporate governance legal framework, including the Company’s Corporate Governance Code and its Internal Regulations.
It is noted that, in compliance with Article 18 par (1) of Law 4706/2020, the detailed curriculum vitae of the above new member of the Board of Directors has been posted on the Company’s website, where the full explanatory recommendation of the Company’s Remuneration and Nominations Committee has also been published.
The above replacement and, specifically, the election of the new temporary non-executive member of the Board of Directors is expected to significantly contribute to the further strengthening of the Board, through the utilisation of the new member’s academic background, professional experience, qualifications, skills and overall competencies. This step forms part of the Company’s ongoing commitment to the more effective and optimal adaptation of its organisational structure to the requirements and provisions of Law 4706/2020 (Government Gazette A’ 136/17.07.2020) on Corporate Governance and the relevant best practices, and is fully aligned with the provisions of said law regarding suitability, diversity, gender balance and the fulfilment of the minimum legally required number of independent non-executive members.
Finally, it is noted that (a) the election of the above new temporary non-executive member of the Board will be announced, pursuant to the law and the Company’s Articles of Association, at the next convened General Meeting of Shareholders, and (b) no changes occur in the composition of the Committees (Remuneration and Nominations Committee and Audit Committee), given that the outgoing non-executive member did not participate in any of them.
Following the above, the Board of Directors of the Company was reconstituted for the remainder of its term, i.e., until 24 June 2026, as follows:
- Charalampos Stasinopoulos, son of Panagiotis – Chairman of the Board (Executive Member)
- Spyridon Barbatos, son of Antonios–Ioannis Baptistis – Vice Chairman of the Board (Non-Executive Member)
- Evangelos Angelidis, son of Ioannis – Chief Executive Officer (Executive Member)
- Aristeidis Iliopoulos, son of Spyridon – Member of the Board (Non-Executive Member)
- Evanthia Giannakouri, daughter of Konstantinos – Member of the Board (Non-Executive Member)
- Georgios Sfyris, son of Dimitrios – Independent Non-Executive Member
- Theodoros Krintas, son of Nikolaos – Independent Non-Executive Member
For further information, shareholders may contact the Company’s Investors Relationships Department (Mr. Vartan Afsaroglou, tel. 210 9301200).