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REMUNERATION REPORT OF THE BOARD OF DIRECTORS
OF THE COMPANY "PAPAPANAGIOTO U Industrial Company Anonyme" Marketing and Representations" and the distinctive title "DROMEAS
SA" (ARMAE 11045/06/ÿ/86/10 - No. G.E.MI.: 114048152000).
FOR USE 1.1.2025 - 31.12.2025
TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
This remuneration report has been prepared in accordance with the provisions of article 112 of Law 4548/2018 and contains a comprehensive overview of all the remuneration of the members of the Board of Directors for the financial year 2025.
The Board of Directors of the company "PAPAPANAGIOTOU Industrial Trading and Representation Company Anonyme" and the distinctive title "DROMEAS SA" (hereinafter the "Company"), during its meeting of 18-06-2019, taking into account the applicable legislation, determined criteria and methods for calculating the total remuneration granted by the Company to the members, for their general employment on the Board of Directors, for the general administration and representation of the Company as well as benefits arising from a special relationship based on contracts, under which the Company is the employer (employment contract, project) or principal (mandatory contract). In accordance with the above, it has established a "Remuneration Policy" plan for its members, within the meaning of the provisions 110 et seq. of Law 4548/2018, with the aim of the Company's compliance with the applicable legislation regarding the provision of remuneration, the establishment of basic guidelines for the management and payment of remuneration to the members of the Board of Directors of the Company, ensuring reliability and transparency regarding the principles and procedures related to the remuneration of the members of the Company's Board of Directors, as well as contributing to the implementation of the strategy of the Company, in serving its interests and those of its Shareholders and in its overall sustainability and development. This "Remuneration Policy" plan was presented and approved at the General Meeting of the Company's shareholders on 16-6-2020 and supplemented/amended during the General Meeting of of the Company's shareholders on 12-7-2021. In accordance with the above "Policy "Remuneration" for the members of the Board of Directors, the total remuneration includes a fixed and variable part to ensure the connection of the remuneration with the short-term and long-term business effectiveness and the components taken into account for the administration all types of fixed and variable remuneration of the members of the Board of Directors Company are the following:
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Fixed remuneration: granted on a regular periodic basis or based on performances at meetings of the Board of Directors. They constitute the regular income received by each member.
Variable remuneration: granted in proportion to participation and contributionof each member in matters of management and representation of the company.
Performance Expenses: Includes remuneration for participation in meetings of the Board of Directors or its Committees as well as other Benefits (indicatively: company car, mobile phone plans, etc.), which enhance the the Company's competitiveness in terms of attracting and retaining members of the Board of Directors and facilitating the performance of their duties. Regarding the granting of the above remuneration, the following applies:
General Principles:
Not all of the above types of remuneration are necessarily granted, nor are they necessarily granted to all Members, nor is their amount determined uniformly for each member.
In determining the amount and any other matter related to the granting of remuneration to the members of the Board of Directors, the actual the financial position of the Company, as well as its general or specific financial obligations, as well as the salary and working conditions of the employees of the company.
No remuneration consisting of a participation in the net profits of the Company for the financial year is granted.
The total of all remuneration for all members of the Board of Directors may not exceed a maximum limit per year, which for the duration of the term of office of this article is set at the amount of one hundred thousand euros (€100,000). Exceeding this limit may only be done with prior approval by a General Shareholders Meeting . Any excess without such prior approval may be subject to subsequent approval at the next regular General Meeting of shareholders. For the above maximum limit does not take into account remuneration based on a contract unrelated to the position and of their duties as members of the Board of Directors, the conclusion of which either does not the limits of the company's current transactions (as defined in the provision of article 99 of Law 4548/2018)or has been concluded in compliance with the relevant provisions of the law (art. 23a of Codified Law 2190/1920,art. 99 et seq. of Law 4548/2018).
f) The Company is entitled to determine further criteria for the award of remuneration. after amendment of this.
The Remuneration Committee of the members of the Board of Directors, as it stands established within the year 2023 drafted the present report.
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Total remuneration of the members of the Board of Directors for the use 1.1.2025- 31.12.2025
For your convenience, Table 1 is provided below, which includes the detailed annual salaries of any kind, paid to those subject to the Company's Remuneration Policy for individuals during the fiscal year 1.1.2025- 31.12.2025. It is clarified that the salaries declared in Table 1 are gross, while the net earnings are obviously less than these and are determined based on the deductions and contributions borne by each beneficiary.
Noun and
Capacity
Fixed
Earnings -
Expenses
performance
Variables
earnings
From a special relationship
based on a special relationship
of a member with
the Company (and not organic, because of the his/her capacity as
member of the Board of Directors) against
which the Company is an employer
(employment contract,
Total
earnings
Executive member (from 26-8-
2025)
Gregory ZAROTIADIS,
NON-EXECUTIVE MEMBER
Panagiotis PANAGIOTAKAKIS,
Independent NOT executive member
14,820.00
14,820.00
3,600.00
3,600.00
Table 1project or order)
Athanasius
17,400.00
17,400.00
PAPAPANAGIOTOU,
Executive Member &
President
Constantine
61,811.69
61,811.69
PAPAPANAGIOTOU,
Executive Member &
CEO
Stavroula
15,124.01
15,124.01
PAPAKONSTANTINOU,
Executive member (Up to 31-
7-2025)
Ekaterini OIKONOMOU
1,102.20
1,102.20
Executive member (from 31-7-
2025 to 26-8-2025)
Ioanna HATZIMPANTI
5,573.12
5.573.12
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Stavros IOSIFIDES
Independent NON-Executive
member
TOTALS4,987.68
4,987.68
€40,807.68 0.00€ €83,611.02 €124,418.70NOTE 1: The Chairman Mr. Athanasios Papapanagiotou, the Non-Executive Vice Chairman Mr. Grigorios Zarotiadis and the independent non-executive members of the Board of Directors Committees Mr. Panagiotis Panagiotakakis and Stavros Iosifidis were granted fixed remuneration as management representation expenses as well as for their participation as members of the Committees.
NOTE 2: Remuneration based on a special relationship with the Company (fees from a project/service contract) was granted to Mr. Konstantinos Papapanagiotou while Messrs. Stavroula Papakonstantinou, Aikaterini Economou and Ioanna Hatzimanti were paid remuneration based on an employment contract. Variable remuneration was not granted.
NOTE 3: In addition to those mentioned in Table 1 above, special remuneration granted by the Company to its Chairman and CEO Company Mr. Athanasios Papapanagiotou, for the granting by him and the use by the Company of patent exploitation rights and registered designs, of which the above is exclusive beneficiary, based on a relevant agreement drawn up on 25 December 2025 contract, (prepared in accordance with the provisions of articles 99 of Law 4548/2018,with Registration Code Number 5815397/29-12-2025 at the General Registry of Greece of the relevant Announcement of the Board of Directors), which has retroactive effect from 1-1- 2025.
This amount is granted based on the above special relationship of Mr. Athanasios PAPAPANAGIOTO U (and not organic, due to his capacity as Chairman of the Board of Directors) and Managing Director), which is not related to an employment contract, project or mandate. During the fiscal year 1.1.2025 - 31.12.2025, this amount amounted to € 420,000.00.
The above contract dated 29-12-2025 followed a previous similar contract dated 5/1/2017amending agreement, which was approved by the General Meeting of Shareholders of the Company on 30/5/2017, the remuneration from which is taken into account for the comparative overview, set out below. The comparative analysis of the remuneration granted for the concession of exploitation rights patents and registered designs, as above, over the last five years, is as follows (amounts in €):
Financial Data of the fiscal years 2021 2022 Change 2022-2021 2023 Change 2023-2022 2024 Change 2024-2023 2025 Change 2025-2024 2021 2022 2023 2024405,588.16
329,282.90
-18.81%
358,531.25
8.88%
345,625.00
-3.60%
420,000.00
21,52%
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Comparative overview
For your convenience, Table 2 is provided below, which presents the annual change in the remuneration of the Board of Directors, indicators and figures relating to the performance and financial situation of the Company, as well as the average gross annual remuneration of full-time employees for the Company's fiscal years 2021, 2022, 2023, 2024 and 2025.
The Company's financial data, included in Table 2, are presented based on the financial data of the published Annual Financial Reports of the respective aforementioned fiscal years.
Table 2 - Comparative analysis with percentagesAnnual changes (Amounts in '000 Euros)
Gross Remuneration 2021 2022 Change 2022- 2021 2023 Change 2023- 2022 2024 Change 2024- 2023 2025 Change 2025- 2024Gross earnings
Board members
141
133.9
-5.04 %
127.3
4.93%
130.6
2.59%
124.5
-4.67 %
Average Annual Gross Earnings Total staff
(except executives)
Average Annual Gross Earnings Full-time staff
3,393.1
3,055.9
4,111.2
4,111.2
21.16% 5,163.8 25.60%
34.53% 5,163.8 25.60%
6,199.9
6,199.9
20.05%
20.05%
6,246.1 0.75%
6,246.1 0.75%
employment, (except
executives)
Average Annual Gross Earnings Personnel (part-time) employment, (except executives)
337.2
0 -100 %
0 0.00 %
0 0.00 %
0 0.00 %
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Sales
21,887 25,698
17.41% 28,454
10.72% 27,873 -2.04 % 22,141
-20.57 %
EBITDA
3,258
3,480 6.81%
4,084 17.36 %
4,690 14.84%
2,195 -53.20 %
Profit after taxes
954 870
-8.81% -2,028
-333.1% 762
137.53 %
-872 -214.44 %
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Additional remuneration from a company belonging to the same Group
The members of the Company's Board of Directors have not received any remuneration during the fiscal year 1/1- 31/12/2025 by another company, belonging to the same Group
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Number of shares and stock options outstanding granted or offered to Members of the Company's Board of Directors.
There is no such case.
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Any option rights exercised in the context of the Company share distribution programs
There is no such case.
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About using variable recall earnings
There is no such case.
- Information on deviations from the application of the Remunerat ion Policy
In relation to the contents of the remuneration policy approved by the Annual Meeting of Shareholders on 12-07-2021, there are no deviations.
May 29, 2026
The Board of Directors