Audit Committee 2025 annual report

Annual 2025 Audit Committee Report of

«LOULIS FOOD INGREDIENTS S.A.»

General Commercial Register No.: 50675444000

MARCH 2026

Contents

1. Introduction Error! Bookmark not defined.

2. Purpose Error! Bookmark not defined.

3. Composition and Term of Office Error! Bookmark not defined.

4. Activities of the Audit Committee Error! Bookmark not defined.

   1. External Audit Error! Bookmark not defined.

   2. Financial Reporting Error! Bookmark not defined.

   3. Internal Control System Error! Bookmark not defined.

   4. Risk Management Error! Bookmark not defined.

   5. Internal Rules of Operation Error! Bookmark not defined.

   6. Sustainable Development Policy Error! Bookmark not defined.

1. Introduction

   This report aims to inform the Shareholders and all interested parties about the activities of the Audit Committee during the financial year 01/01/2025 - 31/12/2025.

2. Purpose

   The main purpose of the Audit Committee is to assist by providing support to the Board of Directors and assurance to the shareholders, creating the conditions for an effective corporate governance system, which includes an efficient internal control system through the operation of the internal audit, risk management and regulatory compliance functions.

3. Composition and Tenure

   The Company's Audit Committee is an independent committee, which operates in accordance with the applicable legislative and regulatory framework and its bylaws.

   At the beginning of financial year 2025, the Audit Committee consisted of Mr. Andreas Koutoupis, Chairman, Ms. Elisavet Kapelanou - Alexandri, Member, and Mr. Konstantinos Kontochristopoulos, Member. Following the resignation of Ms. Elisavet Kapelanou - Alexandri, on 17.06.2025 the Audit Committee was reconstituted, with Mr. Andreas Koutoupis as Chairman and Ms. Anastasia Dritsa and Mr. Konstantinos Kontochristopoulos as Members, with a term of office until 22.06.2026.

   The Audit Committee held thirteen (13) meetings during 2025 and, at its meetings, all members of its respective composition were present, while all decisions were taken unanimously. Minutes were kept for each meeting and were signed by all members present. In addition to the meetings, the members of the Committee remained in regular contact with the Statutory Auditor, the internal auditor, the officers responsible for risk management and regulatory compliance, as well as with the Company's Management.

   In addition, the Committee approved its meeting schedule for 2025 and carried out the annual evaluation of its members and its Chairman, concluding that it meets the required conditions in terms of composition, diversity and effective cooperation among its members.

4. Activities of the Audit Committee

   During its meetings, in summary, the Audit Committee addressed the following matters:

   1. External Audit

      • Reviewed and examined the process for conducting the statutory audit of the annual separate and consolidated financial statements for financial year 2024, as well as the review of the interim condensed financial information for the period ended 30/06/2025.

      • Met with the Company's Statutory Auditor at the key stages of the audit, in particular during the planning phase, the presentation of the most significant audit matters (Key Audit Matters), the discussion of the supplementary report to the Audit Committee and the review of the half-year financial statements.

      • Examined the timetable, the audit approach, the scope of the audit, the significant matters and the principal risks that could affect the financial reporting process and was also informed of the audit plan for financial year 2025.

      • Confirmed the independence of the audit firm and the Statutory Auditor, based on the relevant declarations and the applicable ethics framework, and monitored compliance with the regulatory

        framework governing permissible non-audit services.

      • Reviewed and approved, after assessing the absence of any threat to the independence of the statutory auditor, permissible non-audit services relating, among other things, to the evaluation of transfer pricing documentation files, agreed-upon procedures on financial ratios, advisory services regarding the budgeting process and translations of financial reports.

   2. Financial Reporting

      • Monitored the process for the preparation of the Company's and the Group's financial reporting, in particular in relation to the annual financial statements for financial year 2024 and the interim condensed financial information as at 30/06/2025.

      • Reviewed significant accounting estimates, the disclosures required under IFRS, the valuation of assets, related-party transactions and the relevant draft financial statements.

      • Discussed with the competent executives of the Finance Division and with the Statutory Auditor significant matters concerning the integrity, completeness and consistency of the financial reporting, making observations and recommendations where deemed necessary.

      • Recommended to the Board of Directors the approval of both the annual financial statements as at 31/12/2024 and the interim condensed financial information as at 30/06/2025, and was informed that, in the context of the review, no material inconsistencies, significant control deficiencies, cases of non-compliance or established/suspected fraud were identified.

   3. Internal Control System

      • The committee was informed of the annual report of the Internal Auditor for the year 2024 and monitored, on a quarterly basis, the implementation of the internal audit plan for financial year 2025.

      • Reviewed the results of the internal audits carried out in 2025.

      • Monitored the findings, the proposed improvement actions, the implementation timetables and the response of the competent divisions to the internal audit recommendations.

      • Evaluated the work of the officers responsible for internal audit, risk management and regulatory compliance, considering the achievement of their objectives and the quality of their deliverables to be satisfactory.

      • Reviewed the proposals for the evaluation of the Company's and its subsidiaries' Internal Control System and Corporate Governance System and selected SOL - Crowe as the most satisfactory firm in terms of quality and cost.

      • Approved the annual audit plan of the Internal Audit Unit for 2026 and confirmed that the number of internal auditors and the available resources are commensurate with the size, structure and needs of the Company.

      • Monitored the coordination between internal and external audit, with the aim of avoiding overlaps and optimising the overall audit coverage.

   4. Risk Management

      Reviewed the annual activity report of the Risk Management Function for the year 2024 and was regularly informed about the operation of the Company's risk management framework.

      Examined the Risk Appetite Statement, the update of the Risk Identification and Assessment Procedure and the update of the Risk Management chart, recommending the relevant approvals to the Board of Directors.

      Approved the Annual Risk Management Audit Plan for 2026 and the update of the Company's Risk

      Register, assessing the relevant risk identification and assessment process as adequate both in terms of design and effectiveness.

   5. Bylaws

      The Company's bylaws were updated during 2025. The Audit Committee reviewed the update, taking into account the organisational, operational and regulatory changes of the year, and recommended their approval to the Board of Directors. It is noted that a summary of the bylaws is available on the Company's website.

   6. Sustainable Development Policy

The Company, underlining its sincere commitment to the principles of Corporate Responsibility and Sustainable Development, has approved a Sustainable Development Policy. The policy covers all activities of the Company and the Group and is binding on the Company and all its subsidiaries.

Through the Sustainable Development Policy it implements, the Company consistently seeks to create value for its stakeholders, namely the shareholders, the members of the Board of Directors, the executive management, the other employees, the customers, the suppliers, the banks, the State, society and the other social groups that interact with the Company.

In order to achieve this objective, the Company places particular emphasis, among other things, on the training and development of its human resources, on health and safety at work, as well as on environmental protection, following the principles of sustainable operation and development.

The Company's Sustainable Development Policy reflects Management's approach and commitment to matters of sustainable development and responsible operation. Responsible operation is a continuous commitment to substantive actions aimed at creating value for all those associated with the Company, responding to the modern needs of society and contributing more generally to its well-being. The Company has a specific strategy, which focuses on the material matters related to its activity and aims at its continuous responsible development by focusing on the ESG pillars, namely Environment, Society and Governance. The Sustainable Development Policy forms an integral part of the Company's business practices model and is linked to the broader corporate strategy and corporate governance framework.

March 2026

The Audit Committee