The Board of Directors submits for approval to the Annual General Meeting the financial statements of the Group and the Company for the fiscal year 2025, as approved at the Board of Directors meeting of 24/04/2026. Shareholders can obtain from the Company's website (https://www.dromeas.gr) a copy of the Annual Financial Report, which incorporates the financial statements of the Group and the Company submitted for approval, as well as the audit reports of the certified auditors and the annual report of the Board of Directors. It is noted that the Annual Financial Report also incorporates the corporate governance statement,
The Board of Directors recommends:
The approval of the annual, simple and consolidated financial statements of the Company for the financial year 2025.
The Chairman of the General Meeting announces the Board of Directors' recommendation not to distribute profits to shareholders, as no profits were achieved during the financial year 01.01.2025 - 31.12.2025.
TOPIC 3: Submission of the Audit Committee's Activity Report for the year 01.01.2025 - 31.12.2025The Audit Committee has prepared the Report of Activities for the fiscal year 2025 dated 16/04/2026, which is included in the Annual Financial Report (p. 64 et seq.), which is posted on the Company's website (https://www.dromeas.gr)
TOPIC 4: Approval of overall management that took place during the corporate year 01.01.2025 - 31.12.2025 and release of the Certified Public Accountants from any liability for compensation for the audit of the corporate year 01.01.2025 -31.12.2025.The Company's Board of Directors recommends to the Annual General Meeting the Approval of the Governance for the persons who served as members of the Board of Directors, as well as the exemption of the certified auditors, during the 2025 financial year, from any liability for compensation for the actions of the accounting period.
ITEM 5: Election of regular and alternate Certified Public Accountant to audit the financial statements , as well as to audit and ensure the sustainability report for the current corporate year 01.01.2026 - 31.12.2026 and determination of their remuneration.The Board of Directors, following the associated recommendation from the Audit Committee, proposes to assign the regular audit of the annual financial statements, the review of the interim financial information, with regard to the regular audit, for the current financial year 2026, to the Auditing Company "DCP PROTAU CERTIFIED AUDITORS ACCOUNTANTS BUSINESS CONSULTANTS S.A.", (Registration No.
SOEL 206). To the same aforementioned auditing company, it also proposes to assign the audit and assurance of the sustainability report for the current corporate year 01.01.2026 - 31.12.2026. The Board of Directors is also authorized to agree on the terms of the assignments and to conclude the relevant contracts.
ITEM 6: Approval of the remuneration of members of the Board of Directors for their attendance at the meetings of the Board of Directors and for the services offered to the Company during the financial year 2025 and pre-approval of the remuneration and compensation of the Board members for their attendance at the Board meetings and for services offered to the Company during the financial year 2026.The Board of Directors recommends to the Annual General Meeting the approval of the remuneration of the Board members, which was paid to its members during the fiscal year 01.01-31.12.2025, (for attendance expenses and other benefits related to their capacity as members of the Board ) which are shown below and lower than those approved.
-BOD FEES 2025: PRE-APPROVAL €170,000 REPORTED EXPENSES: €124,418.70The Board of Directors also recommends to the General Meeting the pre-approval
of the remuneration of its members, during the fiscal year 1.1.-31.12.2026, at the level of the previous year, namely €170,000 (for attendance expenses and other benefits related to their capacity as members of the Board of Directors)
-TOTAL REMUNERATION OF BOARD MEMBERS TO BE APPROVED FOR 2026: €170,000 TOPIC 7: Submission for discussion and voting of the Remuneration Report of the members of the Board of Directors for the fiscal year 01.01.2025 - 31.12.2025.The Remuneration Report, which includes a comprehensive overview of the total remuneration received by the members of the Board of Directors for the fiscal year 01.01.2025 - 31.12.2025, in accordance with the specific provisions of article 112 of Law 4548/2018 and which will be submitted for approval at the General Meeting, in accordance with article 112 par. 3 of Law 4548/2018, is available on the corporate website https://www.dromeas.gr
TOPIC 8: Submission of a report by the Independent Non-Executive Members of the Board of Directors, in accordance with article 9 par. 5 of Law 4706/2020.The report of the Independent Non-Executive Members of the Board of Directors, which includes a comprehensive report on the compliance with their obligations for the fiscal year 01.01.2025 - 31.12.2025, in accordance with the specific provisions of article 7 and article 9 par. 5 of Law 4706/2020, is available on the corporate website https://www.dromeas.gr
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TOPIC 9: Submission of the 'Remuneration Policy' for approval, in accordance with art. 110 par. 2 of Law 4548/2018.The "Remuneration Policy" as proposed for approval, in accordance with art. 110 par. 2 of Law 4548/2018, is available on the corporate website https://www.dromeas.gr
TOPIC 10: Announcement of successive election by the Board of Directors of its executive members, in replacement of those who resigned, pursuant to article 82 par. 1 of the Law. 4548/2018.It is announced that Ms. Stavroula PAPAKONSTANTINOU, for personal reasons, resigned as a member of the Board of Directors (executive) and on 31-7-2025 the Board of Directors elected as a new executive member in her place, pursuant to article 82 par. 1 of Law 4548/2018, Ms. Aikaterini OIKONOMOU. Subsequently, Ms. Aikaterini OIKONOMOU resigned as a member of the Board of Directors (executive) for personal reasons and on 26-8-2025 the Board of Directors elected as a new executive member in her place, pursuant to article 82 par. 1 of Law 4548/2018, Ms. Ioanna CHATZIMPANTI.
TOPIC 11: Increase in the number of members of the Board of Directors from six (6) to seven (7) and election of a new member.The company falls under the application of the provision of par. 3 of article 3A of Law 4706/2020, which comes into force on 30.6.2026. In order to comply with this requirement in a timely manner, the Board of Directors proposes to the Annual General Meeting the Increase in the number of members of the Board of Directors from six (6) to seven (7),
with the addition of a member of the underrepresented gender and in particular the election of Ms. Sofia KECHAGIA, whose CV is posted on the corporate website https://www.dromeas.gr