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May 30, 2025

Invitation to the annual ordinary general assembly of shareholders

By decision of the Board of Directors of the Company, in accordance with the Law and the Company’s Articles of Association, Messrs. Shareholders are invited to the Ordinary General Assembly’s meeting, on the 20th of June 2025, a Friday and at 11:00 a.m., at the hotel NJV Athens Plaza, in Athens (2, King George Ave., Syntagma Square), for discussion and decision-making on the issues of the agenda.

In case of adjournment or cancellation of the meeting of the above General Assembly or in the event of non-achievement of the required quorum for all or some of the issues of the agenda, the shareholders shall be invited to a Repeat General Assembly’s meeting on the 27th of June 2025, a Friday at 11:00:00,   at the offices of the Company’s headquarters in Kifissia, Attica, at Ermou str. 25, for discussion and decision-making on the agenda issues without publishing a new invitation.

The shareholders are granted the option to choose alternative ways of participating in the Ordinary General Assembly’s meeting, in accordance with the following specific provisions, and not by physical presence. For this purpose, the Board of Directors shall assure that before the General Assembly has been convened, the ability of shareholders to actively participate in it and exercise their rights, in accordance with the procedures set out below, has been adequately guaranteed.


Agenda Issues:

  1. Submission and approval of the financial statements, consolidated and corporate (Annual Financial Report) accompanied by the reports of the Board of Directors, including the Sustainability Report under art.154 of L. 4548/2018, and the Independent Certified Public Accountants-Auditors Report for the fiscal year 1/1/2024 - 31/12/2024.
  2. Dividend distribution from the profits of the fiscal year 1/1/2024 - 31/12/2024 and from the profits of previous years.
  3. Approval of the overall management and discharge of the Independent Certified Auditors from any liability.
  4. Election of Certified Public Accountants (regular and substitute), for the audit of the financial statements, consolidated and corporate, for the fiscal year 1/1/2025 - 31/12/2025, as well as for ensuring the submission of the report on sustainability for the same fiscal year 1/1/2025 - 31/12/2025 and determination of their remuneration.
  5. Approval of remuneration of members of the Board of Directors for the fiscal year 1/1/2024 - 31/12/2024 and pre-approval of their remuneration for the fiscal year 1/1/2025 - 31/12/2025 in accordance with article 109 of L. 4548/2018.
  6. Submission by the Audit Committee of its annual report of acts in accordance with article 44 par. 1 of L. 4449/2017.
  7. Submission of the report of the independent non-executive members of the Board of Directors in accordance with article 9 par. 5 of L. 4706/2020.
  8. Submission for discussion and voting of the Remuneration Report of the members of the Board of Directors for the fiscal year 1/1/2024 - 31/12/2024 in accordance with article 112 par. 3 of L. 4548/2018.
  9. Resolution on the option of granting remuneration to the members of the Board of Directors, in the form of a share of the profits of the fiscal year and determination of the relevant responsibility of the General Assembly, in accordance with the provisions of article 109 § 2 of L. 4548/2018. Subsequent amendment of Article 25 of the Articles of Association. Furthermore, distribution of part of the balance of the net retained profits of the fiscal year 2024 as remuneration to Executive Members of the Board of Directors and senior executives of the Company. Granting of Authorization to the Board of Directors to determine the beneficiaries and to take any required action.
  10. Approval of the revision of the Remuneration Policy, which was approved by the Ordinary General Assembly of the shareholders at its meeting dated 21.06.2024, for the members of the Board of Directors in accordance with the provisions of L. 4548/2018.
  11. Share capital increase through capitalization of reserves and issuance of 381.783 new common registered voting shares, in order to make them available free of charge to the beneficiaries of the Second Series of the approved by the Ordinary General Assembly of the shareholders dated 16.06.2023 Stock Grant Program in accordance with the provisions of article 114 of L. 4548/2018 (as currently in force after the amendment of Chapter 2.1 B of the Program by decision of the Ordinary General Assembly’s meeting of the Company's shareholders dated 21.06.2024). Subsequent amendment of Article 3 of the Articles of Association.
  12. Cancellation of 2.606.590 own (treasury) shares acquired by the Company under the approved purchase programs of its own (treasury) shares, with a corresponding reduction of its share capital, in accordance with the provisions of article 49 of L. 4548/2018. Subsequent amendment of Article 3 of the Articles of Association.
  13. Approval of the revision of the Fit and Proper Policy for the members of the Board of Directors, approved by the Ordinary General Assembly of the shareholders at its meeting dated 18.06.2021, in accordance with the provisions of L.  4706/2020, as in force.
  14. Approval of the revision of the Performance Stock Grant Program to executives of the Company and its related companies, which was approved by the Ordinary General Assembly of the shareholders at its meeting dated 16.06.2023, in accordance with article 114 of L. 4548/2018.
  15. Approval of a purchase program for the acquisition by the Company of its own (treasury) shares, and more specifically, of the purchase of up to 2.556.774 shares (5% of the paid-up share capital) within 24 months from the approval, at a minimum acquisition limit of one (€ 1,00) euro per share and a maximum acquisition limit of eight (€ 8,00) euros per share, in accordance with article 49 of L. 4548/2018.


A. Persons entitled to participate and vote in the General Assembly

The right to participate and vote in the Ordinary General Assembly’s meeting (or in any repeat meeting thereof) is reserved only for natural and legal persons who have a shareholder status at the beginning of 15.06.2025 (Record Date). Proof of shareholder status can be provided by any legal means and, in any case, on the basis of information received by the Company from the records of the Organisation, in which the Company’s securities are held (“Hellenic Central Securities Depository S.A.” (“HCSD SA” or “ELKAT” in greek abbreviation) ) or through the participating and registered mediators in the central securities depository in any other case, in accordance with the provisions of the legislation (L.4548/2018, L.4569/2018, L.4706/2020, Regulation (EU) 2018/1212, Regulation of the Hellenic Central Securities Depository, Gov.Gaz.B΄/1007/16.03.2021). A shareholder may participate in the General Assembly on the basis of confirmations or notifications of articles 5 and 6 of the Regulation (EU) 2018/1212 provided by the mediator, unless the General Assembly refuses such participation for a significant reason justifying its refusal, on the basis of the currently applicable provisions (article 19 par.1 of L.4569/2018, article 124 par.5 of L.4548/2018).
For the participation and exercise of the voting right in the Ordinary General Assembly’s meeting and in any repeat meeting, neither the blocking of the shares of the beneficiary, nor the observance of any other similar procedure shall be required, which limits the possibility of selling and transferring them during the period between the Record Date and the date of the meeting of the General Assembly.


B. Procedure for participation and voting by proxy

The shareholders participate in the aforementioned Ordinary General Assembly’s meeting and/or in any repeat General Assembly’s meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) representatives. Legal entities shall participate in the General Assembly and/or in any repeat Assembly by appointing as their representatives up to three (3) natural persons. However, if the shareholder owns shares of the Company, which appear in more than one securities account, this limitation does not prevent the said shareholder from appointing different representatives for the shares that appear in each securities account in relation to the Ordinary General Assembly. A representative acting for more shareholders may vote differently for each shareholder. The shareholder’s representative is obliged to notify the Company before the beginning of the meeting of the General Assembly of any specific event, which may be useful to the shareholders for the assessment of the risk that the representative may serve interests other than the interests of the shareholder, as particularly provided for in article 128 par. 5 of L. 4548/2018.
In order to participate in the General Assembly by proxy, the shareholders must submit the form “Statement of Participation – Authorization of Representation to the General Assembly with physical presence”, which is posted on the company’s websitehttps://www.fourlis.gr.  This form should be completed and signed and sent by email to the e-mail address ir@fourlis.gr, at least forty-eight (48) hours prior to the specified date of the General Assembly’s meeting (initial or repeat, if any).


C. Procedure for Remote Participation and Voting in the General Assembly in real time via teleconference

In view of the option granted to the shareholders to participate and vote in the Ordinary General Assembly’s meeting (or any repeat meeting thereof) remotely, in real time, by means of a conference call supported by a Coordinator (Operator Assisted Real-time Teleconference), in relation to the relevant procedure the following should be noted:

Shareholders who wish to participate in the aforementioned Ordinary General Assembly's meeting and/or in any Repeat meeting through teleconference, in person or by proxy, are kindly requested to fully complete and send by email to the e-mail address: ir@fourlis.gr , the form “Statement of Participation – Authorization of Representation to the General Assembly REMOTELY”, which is uploaded on the website https://www.fourlis.gr, at least forty-eight (48) hours prior to the specified date of the General Assembly’s meeting (initial or repeat, if any). 

After the timely completion of the above procedure, to the shareholders entitled to participate in the Ordinary General Assembly will be sent, by e-mail to the e-mail address they have stated, the online hyperlink for the connection to the website of the General Assembly’s broadcast screen via internet, the entry codes for their log-in as well as other useful instructions for their participation in the General Assembly remotely.


D. Minority Rights

In relation to the above Ordinary General Assembly, the shareholders of the company have the following rights: 

(A) If they represent one twentieth (1/20) of the paid-up share capital, they may upon their request, which must be submitted to the Board of Directors at least fifteen (15) days prior the General Assembly’s meeting, request from the Board of Directors to include additional issues on the agenda of the General Assembly’s meeting. The request for the inclusion of additional issues on the agenda shall be accompanied by a justification or a draft resolution to be adopted in the General Assembly and the revised agenda shall be published in the same way as the previous agenda, thirteen (13) days prior to the date of the General Assembly’s meeting, and shall, at the same time, be made available to the shareholders on the Company’s website (www.fourlis.gr), together with the justification or the draft resolution, which has been submitted by the shareholders as provided for in paragraph 4 of article 123 of  L. 4548/2018.

(Β) If they represent one twentieth (1/20) of the paid-up share capital, they may upon their request, which must be submitted to the Board of Directors at least seven (7) days prior to the General Assembly’s meeting, request from the Board of Directors to make available to the Company’s shareholders, according to the provisions in article 123 par. 3 of L. 4548/2018, at least six (6) days before the date of the General Assembly’s meeting, draft resolutions on the issues included in the original or any revised agenda. 

(C) Upon request, submitted to the Company at least five (5) full days prior to the General Assembly’s meeting, they may require that the Board of Directors shall provide the General Assembly with the requested specific information on the Company’s affairs, insofar as these are related to the issues on the agenda. There is no obligation to provide information when the relevant information is already available on the Company’s website, in particular in the form of questions and answers. Further, upon request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged to communicate to the General Assembly the amounts paid, during the last two years, to each member of the Board of Directors or to the Company’s directors, as well as any grant or benefit to these persons on any ground whatsoever or under any contract concluded between the Company and them. In all the above cases, the Board of Directors may refuse to provide the information on reasonable substantial grounds stated in the minutes.

(D) Provided they represent one tenth (1/10) of the paid-up capital, upon their request, submitted to the Company at least five (5) full days prior to the General Assembly’s meeting, they may require that the Board of Directors shall provide the General Assembly with information about the course of corporate affairs and the Company’s financial situation. The Board of Directors may refuse to provide the information on reasonable substantial grounds stated in the minutes.

(E) After request of shareholders representing one twentieth (1/20) of the paid-up share capital, the voting on an issue or issues of the agenda shall be conducted by open vote.

In all the above cases, the requesting shareholders shall be required to prove their shareholding status and, except in the case of the first subparagraph of paragraph 6 of Article 141 of L. 4548/2018, the number of shares held by them upon the exercise of the relevant right. Proof of the shareholding status can be provided by any legal means and, in any case, on the basis of information received by the Company from the Central Securities Depository, provided it provides registration services or through the participating and registered mediators in the Central Securities Depository in any other case.  

The documents and information of par. 3 and 4 of article 123 of L. 4548/2018 are available in the webpage https://www.fourlis.gr.

 

Kifissia, on the 26th of May 2025

THE BOARD OF DIRECTORS

 

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