Article 8 of the Statutes
The original articles of association of the Company are ratified, which are as follows:

‘STATUTORY

CHAPTER A – LEGAL FORM – NAME – ACTION – PURPOSE – DURATION

Article 1 - No µ Form

"Hellenic Artificial Intelligence Factory SA" operates in the public interest according to the rules of the private economy and is governed by the present articles of association and in addition by its founding law and Law 4548/2018 (A΄ 104), on public limited companies.

Article 2 – Name

The name of the Société Anonyme is "Hellenic Artificial Intelligence Factory SA" and has the distinctive title "AI FACTORY FAROS" (hereinafter: the Company). In international transactions, the Company uses the name "PHAROS AI FACTORY" or a faithful translation into any other language and the distinctive title "PHAROS AI FACTORY".

Article 3 – Headquarters

The headquarters of the Company are in the Municipality of Agia Paraskevi, Attica, at the facilities of the technological park of the National Centre for Scientific Research "Demokritos". By decision of the General Assembly, another municipality of the Region of Attica may be designated as the seat of the Company.
The Company may establish branches, offices or agencies anywhere in Greece and abroad by decisions of the Board of Directors (hereinafter: Board of Directors), which define the responsibilities and conditions of their establishment and operation.

Article 4 – Purpose and subject matter

The purpose of the Company is to operate as the national and regional Artificial Intelligence ("AI") accelerator through the development and operation of a single node with access to specialized computing power, data, models and specialized human resources.
The scope of the Company includes:
a) The development, operation and management of the project "Pharos – The Greek AI Factory for accelerating AI innovation", which is implemented under the European Union Framework Programme for Research and Innovation 2021-2027 "Horizon Europe" and is funded by fifty percent (50%) by the European High Performance Computing Joint Undertaking (EuroHPC JU) and by fifty per cent (50%) from national resources,

research, development, design, production, installation, provision, maintenance and support of AI systems, applications and technologies and related technologies, such as:

(ba) the collection, anonymisation, analysis, processing, governance and exploitation of data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, GDPR) (L 119) and Regulation (EU) of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence and amending Regulations (EC) 300/2008, (EU) 167/2013, (EU) 168/2013, (EU) 2018/858, (EU) 2018/1139 and (EU) 2019/2144 and Directives 2014/90/EU, (EU) 2016/797 and (EU) 2020/1828 (Artificial Intelligence Regulation) (L 1689) and other applicable law;

(bb) the design and development of machine learning, deep learning, natural language processing and generative AI algorithms; and

(bc) creating, training, improving, adapting and ensuring the reliability of Large Language Models (LLMs) and other AI models;

c) the commercial management and exploitation of all projects, data and results produced through the project "Pharos - The Greek AI Factory for accelerating AI innovation", including intellectual property rights, as well as the provision of all services offered by it;

the development and provision of highly trustworthy AI infrastructures, products and resources in Greece, in line with Union and national law, and the provision of services for the development of AI solutions, products and capabilities on a large scale, aiming at the widespread uptake of AI, enhancing innovation and competitiveness in nationally critical and strategic sectors, such as in the areas of:

(da) health, for the purpose of developing anonymised health data and AI predictive tools;

(db) language and culture, with the aim of creating language models for the Greek language and culture and digital documentation, study, protection, management and promotion of all their aspects, tangible and intangible;

(dc) sustainability and the environment, with a view to developing AI applications and solutions to manage natural resources, tackle climate change and enhance energy efficiency;

the provision of user services from different industries, including start-ups, small and medium-sized enterprises (SMEs) and scientific institutions, for the development and deployment of AI solutions, through a single point of contact;

the provision of education, training and counselling services relating to AI, information technology and innovation;

the provision of entrepreneurship-enhancing services, with a focus on start-ups and SMEs, in order to develop and commercialise innovative AI solutions;

h) the distribution and commercial exploitation of the above products and services in Greece and abroad,

i) creating attractive and high-value opportunities for Greek and international experts, such as researchers, start-ups and technology leaders, in the field of AI;

j) participation in research and commercial projects in Greece and abroad,

strengthening national AI capacity, in line with European Union initiatives, including through participation in the European AI Factories effort, as well as becoming a key hub of the European ecosystem by providing federated access and cross-border cooperation with other AI factories;

establishing networking and cooperation pathways with other European Union initiatives, such as the European Digital Innovation Hubs (EDIHs) and Data Spaces, as well as cooperating with international actors, contributing to a cross-border innovation ecosystem in the field of AI.

Within the scope of its mission, the Company may:
a) cooperates with natural or legal persons in Greece and abroad,

participate in research, development, financing or investment programmes of the European Union, international organisations and other bodies;

establish or participate in other companies, consortia or public-private partnerships;

acquires, exploits or licenses trade marks, patents, copyrights and other intellectual property rights.

establish spin-off companies;

acting as a regulatory testing ground for AI and data technologies, enabling the controlled development, testing and evaluation of innovative systems in compliance with the Artificial Intelligence Regulation, the GDPR and applicable national and Union law, contributing to the development of best practices and standards for the safe and responsible adoption of AI in Greece and Europe;

manage the intellectual property rights resulting from its operations at the time of its operation and the results generated during the preliminary stage prior to its establishment and at the time of its operation on its behalf.

Article 5 – Duration

The duration of the Company is set at ten (10) years from its registration in the General Commercial Register (GEMI), with the possibility of extension by decision of the General Meeting based on the provisions of Law 4548/2018 (GG I 104).

CHAPTER B – EQUITY CAPITAL – OPERATIONAL RESOURCES

Article 6 – Equity

The share capital of the Company is set at twenty-five thousand (25,000) euros and is divided into two hundred and fifty (250) common registered shares, with a nominal value of one hundred (100) euros each.
The share capital is subscribed and covered within thirty (30) days from the establishment of the Company by:
a) The Greek State, represented as a shareholder by the Minister of Digital Governance, at a rate of thirty percent (30%).

b) The "Hellenic Corporation of Assets and Participations SA" (HCAP), established by Law 4389/2016 (Α΄ 94), at a percentage of seventy percent (70%).

The initial share capital of the Company shall be deposited, to the extent appropriate, by the Greek State by joint decision of the Ministers of National Economy and Finance and Digital Governance and by HCAP by decision of its competent corporate body, in an account held with the Bank of Greece in the name of the Company. The payment of cash to cover any increases in the share capital of the Company, as well as the deposits of the founder shareholders for the purpose of the future increase of the share capital, must be made by deposit in a special account of the Company, held with the Bank of Greece.
The share capital of the Company may be increased by decision of the General Meeting of Shareholders, following a proposal by the Board of Directors. In order to take the relevant decision of the General Meeting, the positive vote of the Greek State as shareholder is required.
The decision to increase the share capital must state at least the amount of the capital increase, how it will be covered, the number and type of shares to be issued, their nominal value and disposal price, as well as the deadline for coverage.

Article 7 – Shares

Shares are common and registered and are recorded in the Company's Register of Shareholders.
The transfer of the Company's shares by HCAP requires the approval of the General Meeting. In order to take the relevant decision of the General Meeting, the positive vote of the Greek State as shareholder is required.
Each share gives the right to one (1) vote at the General Meeting.

CHAPTER C – BODIES OF THE COMPANY

Article 8 – Administrative bodies

The Management Bodies of the Company are the General Assembly and the Board of Directors.

Article 9 – General Assembly

The General Assembly is the supreme body of the Company.
In exercising its rights as a shareholder, the Greek State shall be represented at the General Meeting by the Minister for Digital Governance or its legal representative.

Article 10 – Responsibilities of the General Assembly

The General Meeting shall have the powers provided for in Law 4548/2018 (Government Gazette, Series I, No 104), this Statute and the Company’s founding law.
In particular, it is responsible for:

a) To elect the Board of Directors.

b) To appoint:
(ba) the auditors.
(bb) liquidators.

c) To approve:
(ca) the amendment of the statutes.
cb) The increase or decrease of share capital.
cc) The Company's Internal Rules of Procedure,
cd) The Remuneration and Compensation Policy of the Members of the Board of Directors
The strategic and business plan.
(cg) Approval of the annual financial statements.
land) The allocation of annual profits.

Article 11 – Meetings of the General Assembly

The General Assembly is convened by the Board of Directors. It meets regularly at the headquarters of the Company once (1) a year, at the latest by the tenth (10th) calendar day of the ninth month after the end of the fiscal year.
The Board of Directors, whenever it deems it necessary, may convene the General Assembly in an extraordinary meeting.
The invitation to the General Assembly shall include at least the information required under Article 121 of Law 4548/2018 (GG I 104).
The General Meeting may also be convened by shareholders holding at least five per cent (5%) the share capital.
The General Assembly, with the exception of repetitive assemblies and those considered as such, must be convened at least twenty (20) days before the date set for the meeting. The date of publication of the invitation to the General Meeting and the date of that meeting shall not be counted towards the deadline referred to in the preceding paragraph.
An invitation to convene the General Meeting is not required when shareholders representing the entire capital are present or represented and none of them object to its realization and decision-making.
The Chairman of the Board of Directors presides over the General Meeting provisionally, and selects one (1) Secretary until the final list of shareholders entitled to participate in the Meeting is ratified by the General Meeting and the final Presidium is elected, consisting of the Chairman and the Secretary who also acts as a voter.

Article twelfth – Decisions of the General Meeting

Decisions of the General Assembly shall be taken following a meeting of the General Assembly or by vote, but without a meeting, in accordance with Article 135 of Law 4548/2018 (Government Gazette, Series I, No 104). This is without prejudice to the more specific provisions of these Articles of Association and the Company's founding law.
A decision of the General Meeting shall be equivalent to decisions of shareholders taken by drawing up and signing a minutes, in accordance with Article 136 of Law 4548/2018.

Rule thirteen – Minutes of the General Meeting

The minutes of the General Assembly shall be signed by the President and the Secretary of the Assembly. Copies and extracts of the minutes shall be issued by the Chairman of the Board of Directors or by another person appointed by the Board of Directors.
The copies and extracts of the minutes of the General Assembly shall be submitted to the competent GEMI department, in accordance with Article 93(3) of Law 4548/2018 (GG I 104).
The Company shall provide its shareholders with copies of the minutes of the General Meetings.

Article 14 – Composition of the Board of Directors

The Board of Directors shall consist of seven (7) members, who shall be elected for a term of four (4) years, as defined in these Statutes and additionally in accordance with Law 4548/2018 (Government Gazette, Series I, No 104).
The Board of Directors includes the following:

a) five (5) members nominated by the shareholders of the Company, as follows:
(aa) one (1) member shall be nominated by the Greek State through the Minister for Digital Governance;
(ab) four (4) members shall be nominated by HCAP, including the President and the Managing Director;

the Secretary-General for Information Systems and Digital Governance of the Ministry of Digital Governance;

c) the Special Secretary for Artificial Intelligence and Data Governance of the Ministry of Digital Governance.

The members referred to in points (b) and (c) shall not be paid any remuneration or compensation.

The election of members shall be confirmed by the General Assembly at a special meeting convened for that purpose.

The President or his legal deputy, as well as the Managing Director, shall have the responsibilities provided for in these Statutes and the Rules of Procedure.
The impediments, incompatibilities and cases for which there is a disqualification from the office of member of the Board of Directors are referred to in the Rules of Procedure.
The General Assembly may appoint a partial renewal of the Board of Directors and successive terminations of the term of office of its members.
The members of the Board of Directors who have ended their term of office are always re-electable and freely revocable.
The Board of Directors, immediately after its election by the General Assembly, meets and is constituted in a body, and determines the powers and responsibilities of its members.
A person appointed by the Board of Directors shall act as Secretary of the Board.

Article 15 – Responsibilities of the Management Board

The Board of Directors is responsible for the management of the Company and the achievement of its statutory objectives. It shall decide on all matters relating to the management of the Company, except those which, in accordance with its founding law and Law 4548/2018 (Government Gazette, Series I, No 104), fall within the competence of the General Meeting. In addition to the responsibilities under Article 86 of Law 4548/2018, the Board of Directors shall exercise the following:
a) Undertakes contractual obligations on behalf of the Company, including the award of contracts for the supply of goods and services, in accordance with the provisions of the Works, Supplies and Services Regulation;

b) approve the general terms and conditions for the employment of the Company's staff, including the remuneration policy, which must be competitive in order to attract persons with experience and appropriate qualifications, as well as to encourage their stay in the Company;

c) prepares, upon the proposal of the CEO, the strategic and business plan of the Company, and submits them for approval to the General Meeting,

d) submit to the General Meeting for approval the financial statements of the Company;

e) propose to the General Meeting the increase of the share capital of the Company,

f) recommends to the General Meeting the amendment of the Company's Articles of Association,

g) propose to the General Assembly the amendment of the Rules of Procedure;

h) establishes committees for the achievement of the Company's objectives, such as an Audit Committee, which consists of non-executive members of the Board of Directors, the majority of whom are independent, in accordance with Law 4706/2020 (A ΄ 136) or an Advisory Committee and determines their composition and responsibilities;

i) oversee the implementation of the Company's annual business plan.

The Board of Directors may delegate part of its responsibilities, including the power of representation and commitment of the Company, with the exception of those powers exercised collectively, to one or more members or not of the Board of Directors, specifying at the same time in its above decision and the extent of the relevant authorization.

Article 16 – Meetings of the Board of Directors

The Board of Directors meets at the headquarters of the Company or at another place in the Greek territory. In any case, the Board of Directors meets validly outside its headquarters in another place, in Greece or abroad, provided that all its members are present or represented at this meeting and no one objects to the meeting being held and decisions being taken.
The Board of Directors is convened by the Chairman or his deputy, with an invitation communicated to its members before the meeting at least two (2) working days and at least five (5) working days if the meeting is to be held outside the headquarters of the Company. The invitation clearly indicates the items on the agenda, otherwise decision-making is permitted only if all the members of the Board of Directors are present or represented and no one objects to the decision-making.
The Board of Directors may be convened by at least two (2) of its members at their request to the President, in accordance with Article 91(3) of Law 4548/2018 (GG I 104).
The Board of Directors may also meet by teleconference in the following cases:
a) when the invitation to the members of the Board of Directors indicates that the meeting will be held by teleconference in respect of some or all of its members. In this case, the invitation shall include the necessary information and technical instructions for the participation of members in the meeting;

b) when all its members consent,

if any member so requests, if he or she resides in a country other than that in which the meeting takes place or if there is any other important reason, such as illness, disability or epidemic.

The Board of Directors meets when the law, the present articles of association or the needs of the Company so require.

6. The deliberations and decisions of the Board of Directors are summarized in a special book that can also be kept in the computerized system (electronic). The minutes of the meetings shall be signed by all members present. No member may refuse to sign the minutes of a meeting in which he or she took part.
   Copies or extracts of the minutes of the meetings of the Board of Directors shall be issued by the Chairman or his deputy and any other member of the Board of Directors or any other person who may have been authorized to do so by the Board of Directors.
   The drawing up and signing of minutes by all the members of the Board of Directors or their representatives is equivalent to a decision of the Board of Directors, even if there has been no prior meeting. This arrangement shall also apply if all advisors or their representatives agree to have their majority decision recorded in a record, without a meeting. The relevant minutes shall be signed by all members of the Board of Directors. The signatures of members or their representatives may be replaced by an exchange of messages by e-mail or other electronic means.

Rule 17 – Quorum – Decision-making of the Board of Directors

1. The Board of Directors is in quorum and meets validly when more than half of the members are present in person or represented. In any case, the number of members present or represented may not be less than three (3) and at least one (1) member appointed by the Greek State must participate in the meeting. In order to find the quorum number, any resulting fraction shall be omitted.
   If members of the Board of Directors are absent due to death, resignation or due to loss of their status for another reason, the remaining members of the Board may temporarily perform the responsibilities of the Board of Directors, provided that there is a quorum hereof. The vacancy must be filled within sixty (60) days upon the appointment of a new member and in accordance with the procedure laid down in the Company's Founding Law and for the remainder of the term of office of the member being replaced.
   The decisions of the Board of Directors shall be taken by a majority of the members present, unless otherwise provided in these Statutes. In the event of a tie, the President shall have the casting vote.
   Each member of the Board has one (1) vote, but when representing another member, may have two (2) votes, if specifically authorized by written order of the absent member, including electronic. This authorisation may relate to more than one meeting. Each member of the Board of Directors may represent only one (1) absent member.
   The representation of a member of the Board of Directors by a person who is not a member of the Board is prohibited.

Article 18 – Liability and obligations of the Board of Directors

The members of the Board of Directors shall have the obligations provided for in Articles 77 to 115 of Law 4548/2018 (GG I 104) on the Board of Directors.
Each member of the Board of Directors is liable to the Company, in accordance with article 102 of Law 4548/2018, for the liability of the members of the Board of Directors.

Article 19 – Managing Director

The CEO has the following responsibilities:
a) Represents the Company judicially and extrajudicially, in particular at the General Meetings of the companies in which the Company participates, in the manner authorized by the Board of Directors;

b) presides over all services of the Company, directs its activities and takes all necessary decisions in order to manage day-to-day issues;

c) submit to the Board of Directors proposals and recommendations that are necessary for the realization of the Company's purposes,

d) implements all acts related to the normal management of the Company and executes the decisions of the Board of Directors;

e) recruits the Company's staff, takes all measures to encourage and utilize the staff's capabilities and submits to the Board of Directors for approval the organization chart,

f) recommends to the Board of Directors the increase of the share capital of the Company,

g) submit to the Board of Directors for approval the business plan of the Company and the annual budget;

has any other authority assigned to it by the Board of Directors.

The CEO may delegate some of his powers to third parties by special authorization.

Article 20 – Audit Committee

A Audit Committee shall be set up and established by decision of the Board of Directors and shall operate in accordance with Article 44(1)(a)(ab) of Law 4449/2017 (Government Gazette, Series I, No ΄ 7) on an Audit Committee. The Committee shall consist of three (3) members. The Chairman of the Committee is an independent non-executive member of the BoD, with specialized knowledge and experience in auditing or accounting, risk management and internal control. The other two (2) members may be third parties, independent experts with relevant professional competence and experience.
The Audit Committee is responsible for overseeing the financial reporting process and ensuring the integrity of the financial statements, monitoring the performance and independence of the Auditor and overseeing the internal control, risk management and regulatory compliance system. In the exercise of its responsibilities, it also cooperates with the respective Audit Committee of HCAP.
The Audit Committee shall draw up its Rules of Procedure specifying the responsibilities and role of the Committee and shall be submitted to the Board of Directors for approval.

Rule 21 – Advisory Committee

The Advisory Committee shall be established by decision of the Board of Directors and shall consist of five (5) unpaid members. Its members are persons of recognized prestige with specialization and professional experience related to the company's statutory purposes. The Advisory Committee has a purely advisory role to the Board of Directors of the Company, without executive powers, and aims to support the Board of Directors in matters of management of the Company. The Advisory Committee submits non-binding opinions on the issues raised to the Advisory Committee by the Board of Directors and may be further specified in the Rules of Procedure.

CHAPTER D – MANAGEMENT – AUDIT

Article 22 – Management

The Company's fiscal year coincides with the calendar year. The first fiscal year includes the period from the incorporation of the Company until the 31st of December of the year following its incorporation.
At the end of each financial year, the BoD draws up the annual accounts (annual financial statements), in accordance with Law 4548/2018 (GG I 104). The annual financial statements shall clearly present the true and fair view of the Company's asset structure, financial position and profit or loss.

Article 23 – Auditors

A company of auditors/accountants registered in the registers referred to in Article 13(5) of Presidential Decree 226/1992 (Government Gazette, Series I, No ΄ 120) shall be appointed as the Company’s auditor by the General Meeting of Shareholders.
As regards the obligation to rotate auditors, the provisions laid down for listed companies in Article 17 of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (OJ L 158) apply.

CHAPTER E – INTERNAL AGENCY

Rule 24 – Rules of Procedure

The Company's Rules of Procedure are approved by the General Meeting, regulate the operation of the Company and include in particular the following matters:
a) the way of corporate governance;

b) the remuneration and compensation policy of the members of the Board of Directors, which is exclusively competent to approve the General Assembly,

Code of Conduct and Conflict of Interest Policy;

a regulation on works, supplies and services issued by way of derogation from Law 4412/2016 (GG I 147), without prejudice to Union law;

policies as provided for in the Artificial Intelligence Regulation and any relevant applicable national or Union legislation.

The Company's Rules of Procedure are amended by decision of the General Meeting, following a proposal by the Board of Directors.

CHAPTER F – SOLUTION AND CLEANING

Article 25 – Solution

The Company shall be wound up in accordance with Articles 164 to 166 of Law 4548/2018 (GG I 104).

Article 26 – Liquidation

Except in the case of bankruptcy, the dissolution of the Company is followed by its liquidation.
The liquidators are appointed by the General Assembly. During the liquidation, the liquidators exercise all the responsibilities of the Board of Directors, which are related to the procedure and the purpose of the liquidation, in accordance with the decisions of the General Assembly.
In the event of the dissolution of the Company on the grounds of Article 164(1)(d) of Law 4548/2018 (GG I 104), the Board of Directors shall act as liquidator until the appointment of liquidators by the General Meeting.’