The Board of Directors of the company named "LOULIS FOOD INGREDIENTS S.A.", according with the recommendation of the Remuneration and Nominations Committee, submits this "Remuneration Report (the "Report") for discussion as a matter of the fourth (4th) item of the agenda of the Ordinary General Assembly of shareholders of the company to be held on the 28 May 2026, in accordance with article 112 of L.4548/2018, as amended and in force.
The total remuneration of the members of the Company's Board of Directors complies with the approved Remuneration Policy of the Company and the legislation. In particular, the Remuneration Policy includes the Company's principles for calculating the remuneration of the members of the Board of Directors, the parameters for calculating the variable remuneration of executive members, as well as the quantitative and qualitative criteria that are taken into account. The Remuneration Policy also incorporates the main elements of the individual employment and service contracts of the members of the Board of Directors.
The Report includes a comprehensive overview of the total remuneration of the members of the Company's Board of Directors for the last fiscal year (2024) and all information as a minimum required by law.
Following the Ordinary General Assembly, it will be available on the corporate website of the Company for a time period of ten (10) years, as required by Law.
According to Law, the shareholders' vote is advisory, and the BoD of the company will explain in the next Report the way the votes result of the Ordinary General Assembly of the 28th May 2026 have been taken into account.
During the preparation of this renumeration report, pursuant to paragraph 3 of article 112 of Law 4548/2018, the result of the shareholders' vote at the Ordinary General Meeting of 21.5.2025 was taken into account, as there was a wide positive vote on the earnings report 2024, ie 100% of the shareholders present.
Below is the Remuneration Report:
Total Remuneration of the Members of the Board of Directors of "LOULIS FOOD INGREDIENTS S.A." for the year 2025 (article 112 par. 2 a΄ of L. 4548/2018 as in force).NAME | TITLE | Α. Monetary remuneration | Β. Νon-monetary remuneration | TOTAL ANNUAL RENUMERATION & BENEFITS | |||||||
Α.1 Fixed remuneration | Α.2 Variable remuneration | Ratio Fixed and Variable Remuneration | |||||||||
Annual gross salaries | Remuneration for participation to the BoD | Remuneration for participation to a Committee of the BoD | Extraordinary gross remuneration (Performance within the year) | Extraordinary gross remuneration (Performance in subsequent years) | Contribution to the profits of the fiscal year | Stock Award Plan | Other Benefits | ||||
Nikolaos Loulis, son of Konstantinos | Chairman of BoD-Executive Member | 22.544,70 | 0,00 | 0,00 | 0,00 | 0,00 | 181.103,92 | 0,00 | 11,1% / 88,9% | 26.452,69 | 230.101,31 |
Elisavet Kapelanou -Alexandri, daughter of Spyridon | Vice Chairman of BoD-Independent Non-Executive Member (until 17/06/2025) | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | - | 0,00 | 0,00 |
Nikolaos Fotopoulos, son of Spyridon | CEO-Executive Member of BoD | 48.384,53 | 0,00 | 0,00 | 0,00 | 0,00 | 100.706,02 | 22.920,00* | 28,1% / 71,9% | 14.162,99 | 186.173,54 |
Georgios Taniskidis, son of Ioannis | Independent Non-Executive Member of BoD | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | - | 0,00 | 0,00 |
Konstantinos Macheras, son of Dimitrios | Vice Chairman of BoD- Independent Non-Executive Member | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | - | 0,00 | 0,00 |
Spyridon Theodoropoulos, son of Ioannis | Non- Executive Member of BoD | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | - | 0,00 | 0,00 |
Arnoud van den Berg | Non- Executive Member of BoD (since 08/01/2024) | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | - | 0,00 | 0,00 |
Anastasia Dritsa, daughter of Spiridon | Independent Non-Executive Member of BoD (since 17/06/2025) | 0 | 0 | 0 | 0 | 0 | 0 | - | 0 | 0 | |
Τotal | 70.929,23 | 0 | 0 | 0 | 0 | 281.809,94 | 22.920,00 | 18,9% / 81,1% | 40.615,68 | 416.274,85 |
*The amount relating to the Stock Award Plan was determined on the basis of the number of shares to be granted for 2025 (as determined based on the percentage of target achievement for 2025), increased by the number of shares expected to be granted to the beneficiary at the end of the plan, upon completion of December 31, 2027, due to the achievement of the 2025 targets (doubling up), taking into account the stock exchange price of the Company's share on the grant date of the benefit (i.e. €3,82). Within this framework, the beneficiary is entitled to receive
6.000 shares of the Company, of which 3.000 shares were granted in March 2026.
Comparative Table of the Total Annual Remuneration of the Members of the Board of Directors of "LOULIS FOOD INGREDIENTS S.A." and Average Annual Gross Remuneration of Employees (except for members of BoD) for the years 2021 - 2025 (article 112 par. 2 b΄ of L. 4548/2018 as in force).Remuneration of the Members of BoD | 2021 | 2022 | 2023 | 2024 | 2025 | ||
Name | Title | Changes of Members BoD | |||||
Nikolaos Loulis, son of Konstantinos | Chairman of BoD- Executive Member | 173.457,03 | 179.434,96 | 232.394,45 | 230.315,36 | 230.101,31 | |
change (%): | - | 3,45% | 29,51% | -0,89% | -0,09% | ||
Elisavet Kapelanou -Alexandri, daughter of Spyridon | Vice Chairman of BoD Independent Non-Executive Member | until 17/06/2025 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 |
change (%): | - | - | - | - | - | ||
Nikolaos Fotopoulos, son of Spyridon | CEO Executive Member of BoD | 158.371,61 | 165.355,02 | 157.856,19 | 161.466,97 | 186.173,54 | |
change (%): | - | 4,41% | -4,53% | 2,29% | 15,30% | ||
Georgios Taniskidis, son of Ioannis | Independent Non- Executive Member of BoD | - | 0,00 | 0,00 | 0,00 | 0,00 | |
change (%): | - | - | - | - | - | ||
Konstantinos Macheras, son of Dimitrios | Vice Chairman of BoD Independent Non-Executive Member | - | 0,00 | 0,00 | 0,00 | 0,00 | |
change (%): | - | - | - | - | - | ||
Spyridon Theodoropoulos, son of Ioannis | Non-Executive Member of BoD | - | 0,00 | 0,00 | 0,00 | 0,00 | |
change (%): | - | - | - | - | - | ||
Arnoud van den Berg | Non-Executive Member of BoD | since 08/01/2024 | - | - | - | 0,00 | 0,00 |
change (%): | - | - | - | - | - | ||
Anastasia Dritsa, daughter of Spiridon | Independent Non-Executive Member of BoD | since 17/06/2025 | - | - | - | - | 0,00 |
change (%): | - | - | - | - | - | ||
Total Remuneration of the Members of BoD (only for active members, who fulfilled their duties during the financial year 2024) | 287.997,93 | 331.828,64 | 344.789,98 | 390.250,64 | 391.782,33 | ||
Total Remuneration of the Members of BoD (including inactive members) | Number of Board Members on 31/12 | 7 | 7 | 7 | 7 | 7 | |
Total Remuneration | 344.766,20 | 347.189,98 | 390.250,64 | 391.782,33 | 416.274,85 | ||
change (%): | - | 0,70% | 12,40% | 0,39% | 6,25% | ||
ANNUAL COMPANY PERFORMANCE (EBITDA)) | 7.127.310 | 8.940.981 | 11.177.790 | 14.609.906 | 12.742.687 | ||
change (%): | - | 25,45% | 25,02% | 30,70% | -12,78% | ||
Average Total Annual Gross Remuneration of Employees (excluding Board Members) | 24.724,77 | 27.903,52 | 28.470,84 | 31.897,95 | 31.049,53 | ||
change (%): | - | 12,86% | 2,03% | 12,04% | -2,66% | ||
It is noted that:
The members of the Board of Directors do not receive any type of remuneration by any
other Group companies (article 112 par. 2 c΄ of L. 4548/2018 as in effect).
No stocks or stock options have been granted or offered to members of the Board of Directors (article 112 par. 2(d) and (e) of Law 4548/2018, as in force), with the exception of Mr. Nikolaos Fotopoulos, who received 3.000 shares of the Company free of charge pursuant to the Company's Stock Award Plan for the year 2025, in accordance with the terms of the said Plan, pursuant to the resolution of the Annual General Meeting of Shareholders of the Company dated May 21, 2025, and the resolution of the Board of Directors dated May 23, 2025. With regard to the Company's Stock Award Plan, it is noted that, by virtue of the resolution of the Annual General Meeting of Shareholders held on May 21, 2025, the establishment of a Stock Award Plan (hereinafter the "Plan") for senior executives of the Company and the Group was approved in accordance with the provisions of Article 114 of Law 4548/2018, with an expiration date of December 31, 2027. By its resolution dated May 23, 2025, the Board of Directors determined the terms of the Plan and the initial Beneficiaries. The Plan provides for the free allocation of shares to the beneficiaries subject to the achievement of individualized targets, which are determined periodically and relate to non-market vesting conditions. Achievement of the targets is assessed on an annual basis. Based on the progress and achievement of the individual targets, the percentage of achievement is determined, on the basis of which the number of shares to be allocated is calculated. At the end of the Plan, i.e. upon completion of December 31, 2027, the Company shall grant each beneficiary additional shares equal to the number of shares received by the beneficiary during the three-year period (doubling up). The implementation of the Plan shall take place through the distribution of treasury shares. The shares are granted to the beneficiaries on the condition that their employment agreement/cooperation relationship with the Company or the Group has not been terminated on the respective grant date of each cycle. The shares distributed under the Plan shall be subject to a mandatory holding period of three (3) years from their acquisition.
The possibility for recovery of variable remuneration provided in the Company's
Remuneration Policy has not been used (article 112 par. 2 f΄ of L. 4548/2018 as in effect).
The variable remuneration of the executive members of the Board of Directors, Mr. Nikolaos Loulis and Mr. Nikolaos Fotopoulos, which consists of participation in the profits of the fiscal year 2025, was granted pursuant to the decision of the Board of Directors dated 8/01/2026, following the proposal of the Remuneration and Nomination Committee. This proposal took into account the applicable Remuneration Policy of the Company, which stipulates:
"The Executive Members of the Board of Directors may receive compensation, which consists of participation in the fiscal year's profits, following a recommendation by the Remuneration Committee to the Board of Directors. This recommendation is based on the criterion that this compensation, given the net profits of the fiscal year after taxes for the Company, will not affect the liquidity and capital adequacy of the Company and will be proportional to the significance of each executive member's position and the extent of their responsibilities and duties. The purpose of the participation of Executive Members in the fiscal year's profits is to link their personal performance with the Company's business progress and to reward them for the business risks they undertake. This recommendation of the Remuneration Committee is submitted for approval to the Board of Directors and subsequently to the General Assembly."
It also considers the daily, extensive involvement of the executive members of the Board of Directors, especially the Chairman Mr. Nikolaos Loulis and the CEO Mr. Nikolaos
Fotopoulos, in the management of the Company and their contribution to addressing various commercial, financial, and other matters concerning the Company.
The variable remuneration of the executive member of the Board of Directors, Mr. Nikolaos Fotopoulos, relating to his participation in the Stock Award Plan, was determined/approved pursuant to the resolution of the Board of Directors dated February 4, 2026, following the recommendation of the Chairman of the Board of Directors regarding the completion of the evaluation of the achievement of the individual targets of each beneficiary and the determination of the percentage of achievement of such targets, on the basis of which the number of shares to be allocated for the year 2025 was determined, in accordance with the terms of the Plan.
As a temporary deviation from the Remuneration Policy concerning the payment of remuneration to the non-executive members of the Board of Directors, which was decided by the 15-7-2025 decision of the Board of Directors following the 10-7-2025 recommendation of the Remuneration and Nomination Committee, no remuneration was paid for the year 2025 to the non-executive members of the Board of Directors for their participation therein. As the non-executive members of the Board of Directors are important personalities and participate honorably in the Board of Directors, additionally with the difficult international financial situation, it was unanimously accepted by all the members of the Board of Directors that the remuneration to the non-executive members of the Board of Directors is not deemed necessary and/or desirable for the year 2025. The possibility of payment of remuneration for 2026 will be examined by the Board of Directors at its latest meeting, after taking into account the financial data of the Company and the international financial conditions. For the rest, the Company is totally in compliance with the Remuneration Policy as approved by the Ordinary General Meeting of 21-5-2025.