On Thursday, 28 May 2026, at 11:00 a.m., the Annual General Meeting of "LOULIS FOOD INGREDIENTS S.A." was convened and held at the registered offices of "LOULIS FOOD INGREDIENTS S.A." in the Municipality of Almyros, Sourpi Municipal Community, Magnesia Prefecture (Loulis Port). Seven (7) shareholders, either in person or represented by proxy, participated in the Annual General Meeting, representing 57,62% of the share capital. Specifically, shareholders and their representatives representing 9.850.447 shares and 9.850.447 voting rights attended and voted. The 24.030 treasury shares were not taken into account either for the formation of quorum or for the formation of majority. Pursuant to Article 50 para. 1 of Law 4548/2018, voting rights attached to treasury shares are suspended.
At the Annual General Meeting:
The annual Financial Statements of the Company and the Consolidated Financial Statements for the financial year from 1 January 2025 to 31 December 2025, prepared in accordance with the International Financial Reporting Standards (IFRS), were unanimously approved with 9.850.447 votes, corresponding to 57,62% of the share capital, following the presentation and approval of the relevant Reports of the Board of Directors and the Certified Auditors - Accountants. It was also unanimously resolved, with 9.50.447 votes, corresponding to 57,62% of the share capital, to distribute a dividend amounting in total to EUR 3.081.650,40, corresponding to a gross dividend of EUR 0,18 per share. The dividend corresponding to the treasury shares, amounting to EUR 4.325,40 (= 24.030 treasury shares × EUR 0,18), increases the dividend payable to the remaining shareholders (Article 50 para. 1 of Law 4548/2018). The ex-dividend date was set for 8 June 2026, the dividend beneficiaries' record date for 9 June 2026, and the dividend payment commencement date, through a credit institution or HELLENIC EXCHANGES - ATHENS STOCK EXCHANGE S.A. (ATHEX), for 12 June 2026. Furthermore, it
was unanimously resolved, with 9.850.447 votes, corresponding to 57,62% of the share capital, to form a statutory reserve from the profits of the year amounting to EUR 184.425,57. The Chairman of the Audit Committee submitted and presented to the shareholders the Audit Committee Activity Report for the fiscal year 2025.
The overall management carried out during the financial year ended 31 December 2025 was unanimously approved with 9.850.447 votes, corresponding to 57,62% of the share capital. Furthermore, the Certified Auditors - Accountants were unanimously discharged, with 9.850.447 votes, corresponding to 57,62% of the share capital, from any liability for compensation relating to the activities of the financial year from 1 January 2025 to 31 December 2025, as well as for the annual Financial Statements of the said year.
The company "Grant Thornton Certified Auditors and Business Advisors S.A.", SOEL Registry No. 127, was unanimously elected, with 9.850.447 votes, corresponding to 57,62% of the share capital, to appoint the regular Certified Auditor - Accountant and the alternate Certified Auditor - Accountant for the audit of the annual Financial Statements of the Company and the Consolidated Financial Statements, in accordance with IFRS, for the financial year from 1 January 2026 to 31 December 2026.
The Company's Remuneration Report for the financial year 2025 was discussed and approved, on an advisory basis, unanimously with 9.850.447 votes, corresponding to 57,62% of the share capital.
The advance payment of fees and remuneration to the members of the Board of Directors and the Audit Committee during the current financial year 2026 (1/1/2026 - 31/12/2026) until the next Annual General Meeting was unanimously approved with 9.850.447 votes, corresponding to 57,62% of the share capital, up to a total amount of EUR 250.000. In addition, the advances of fees and remuneration paid to the members of the Board of Directors and the Audit Committee up to the present General Meeting and relating to the financial year 2025 (1/1/2025 - 31/12/2025), amounting in total to EUR 207.250, were unanimously approved with 9.850.447 votes, corresponding to 57,62% of the share capital.
The Suitability Policy for the members of the Company's Board of Directors was unanimously amended, with 9.850.447 votes, corresponding to 57,62% of the share capital, in order to align it with Article 3 of Law 4706/2020, as amended by Law 5178/2025 regarding balanced gender representation on Boards of Directors.
The election by the Company's Board of Directors, at its meeting held on 17 June 2025, of Ms. Anastasia Dritsa as an independent non-executive member of the Board of Directors, replacing the resigned independent non-executive member Ms. Elisavet Kapelanou-Alexandri, for the remainder of the Board's term of office, i.e. until 22 June 2026, was unanimously ratified with
9.850.447 votes, corresponding to 57,62% of the share capital.
A new Board of Directors consisting of nine (9) members was unanimously elected, with
9.850.447 votes, corresponding to 57,62% of the share capital, for a four-year term until 28 May 2030, which shall be extended until the expiry of the deadline within which the next Annual General Meeting must convene and until the relevant decision is taken. This followed the recommendation of the Board of Directors dated 7 May 2026, which, taking into account Articles 5 and 9 of Law 4706/2020 and the Board Suitability Policy, submitted to the General Meeting the report provided for in Article 18 para. 1 of Law 4706/2020, following a relevant recommendation by the Remuneration and Nomination Committee.
The new Board of Directors consists of the following members, while the independent non-executive members were designated pursuant to Law 4706/2020, as follows:
Nikolaos Loulis, son of Konstantinos
Nikolaos Fotopoulos, son of Spyridon
Spyridon Theodoropoulos, son of Ioannis
Arnoud van den Berg, son of Johannes Cornelis
Olga Manou, daughter of Ilias
Konstantinos Machairas, son of Dimitrios, Independent Non-Executive Member
Anastasia Dritsa, daughter of Spyridon, Independent Non-Executive Member
Georgios Taniskidis, son of Ioannis, Independent Non-Executive Member
Marina Mavrommati, daughter of Konstantinos, Independent Non-Executive Member The above independent non-executive members fully meet the requirements of Article 9 of Law 4706/2020 and therefore have no relationship of dependence with the Company or with persons affiliated thereto.
It was unanimously resolved, with 9.850.447 votes, corresponding to 57,62% of the share capital, that the Company's Audit Committee shall consist of three members and shall constitute an independent mixed committee within the meaning of Article 44 para. 1(a)(ab) of Law 4449/2017, comprising two (2) independent non-executive members of the Board of Directors and one (1) independent third party, non-member of the Board of Directors, with a four-year term until 28 May 2030, coinciding with the term of the Board of Directors.
The following individuals were unanimously elected, with 9.850.447 votes, corresponding to 57,62% of the share capital, as members of the Audit Committee:
Nikoleta Trombouki, daughter of Dimitrios, Independent third party, non-member of the Board of Directors
Anastasia Dritsa, daughter of Spyridon, Independent Non-Executive Member of the Board of Directors
Marina Mavrommati, daughter of Konstantinos, Independent Non-Executive Member of the Board of Directors
The above decision was adopted following the relevant recommendation dated 7 May 2026 by the Company's Board of Directors to the Annual General Meeting of Shareholders, following a recommendation by the Remuneration and Nomination Committee, and after confirming that the composition of the Audit Committee complies with Article 44 of Law 4449/2017, as in force, since all its members possess proven adequate knowledge of the sector in which the Company operates and fully satisfy the independence criteria and conditions set out in Article 9 of Law 4706/2020. Two of the members, namely Ms. Nikoleta Trombouki and Ms. Marina Mavrommati, possess sufficient knowledge and experience in auditing and accounting.
Furthermore, the prior election by the Company's Board of Directors, at its meeting held on 17 June 2025, of Ms. Anastasia Dritsa as a member of the Audit Committee in her capacity as an independent non-executive member of the Board of Directors, replacing the resigned Ms. Elisavet Kapelanou-Alexandri, for the remainder of the term of the pre-existing Audit Committee, i.e. until 22 June 2026, was announced to the General Meeting and unanimously ratified with 9.850.447 votes, corresponding to 57,62% of the share capital.
Article 22 of the Articles of Association was unanimously amended with 9.850.447 votes, corresponding to 57,62% of the share capital, and subsequently the Articles of Association were codified into a single unified text.
The Remuneration Policy for the members of the Company's Board of Directors was unanimously amended with 9.850.447 votes, corresponding to 57,62% of the share capital, in accordance with Article 110 of Law 4548/2018, as in force.
Permission was unanimously granted, with 9.850.447 votes, corresponding to 57,62% of the share capital, pursuant to Article 98 para. 1 of Law 4548/2018, to the members of the Board of Directors and the directors of the Company to participate in the Boards of Directors or management of other affiliated companies within the meaning of Article 32 of Law 4308/2014 and consequently to carry out, on behalf of affiliated companies, acts falling within the purposes pursued by the Company.
The report of the independent non-executive members of the Board of Directors pursuant to Article 9 para. 5 of Law 4706/2020 was submitted.