Summary of resolutions of Ordinary Annual General Meeting of Shareholders of company “ELGEKA S.A.” of July 7th, 2022

Subject: Summary of resolutions of Ordinary Annual General Meeting of Shareholders of

The Limited Company under the name “ELGEKA S.A. Trade-Distributions-Representations- Industry”, according to par. 4.1.3.3 of the Athens Stock Exchange Regulation, announces that on July 7th, 2022, Thursday, at 13.00, took place at the Company’s head office at Delta Municipality – Prefecture of Thessaloniki, Industrial Area of Sindos, DA 13, O.T. 31 B’ FASI, the Ordinary Annual General Meeting of its Shareholders.

The General Meeting was lawfully attended in person or by proxy by four (4) Shareholders, representing 46.876.816 common registered shares of the total 60.295.607 common registered shares and voting rights of the Company, i.e. there was a legal quorum with a percentage of 77,745% of the paid-up share capital, and decided unanimously on the following subjects of the Daily Agenda:

Regarding the 1st subject: They were approved the Annual Financial Statements of the Company and the Group of the fiscal year 2021 (since 1st January 2021 up to 31st December 2021), in which they are included the relevant Reports of the Board of Directors and the Audit Reports of the Chartered Certified Auditors as well as the Corporate Governance Statement as drawn up according to article 4 of L.3556/2007 and articles 150-154 of L.4548/2018, as well as the non – distribution of dividends from the fiscal year 2021 (since 1st January 2021 up to 31st December 2021).

Analytically: Number of shares for which votes were valid: 46.876.816 Percentage of share capital represented by the above votes: 77,745% Total number of valid votes: 46.876.816
Number of votes in favor: 46.876.816

Number of votes against: 0 Number of abstentions (present): 0

Regarding the 2nd subject: It was approved the overall management of the Company by each member of the Board of Directors individually, in its respective capacity, but also by all its members collectively and was discharged the Audit company under the name “Grant Thornton S.A.” and their defined Certified Auditors – Accountants for their actions of the fiscal year 2021 (since 1st January 2021 up to 31st December 2021).

Analytically: Number of shares for which votes were valid: 46.876.816 Percentage of share capital represented by the above votes: 77,745% Total number of valid votes: 46.876.816

Number of votes in favor: 46.876.816 Number of votes against: 0
Number of abstentions (present): 0

Regarding the 3rd subject: It was assigned the Regular Audit of the Financial Statements of the Company and the Group for the current fiscal year 2022 (since 1st January 2021 up to 31st December 2021) as well as the issuance of Annual Tax Certificate to the Auditing firm of Certified Auditors “Grant Thornton S.A.” under the S.O.E.L. Registration number 127. It was also determined that the total fees of the Auditing firm for the above assigned audits should not exceed the amount of 86.500 euro plus any relevant expenses.

Number of votes against: 0 Number of abstentions (present): 0

Regarding the 4th subject: They were approved, according to article 109 of L. 4548/2018, as in force, the total remuneration and compensation paid to the members of Board of Directors during the year 2021 (since 1st January 2021 up to 31st December 2021), which amounted to a total of 173.445 euro. They were also preapproved, according to article 109 of L. 4548/2018 as in force, the relevant remuneration and compensation that will be paid in total to the members of the Board of Directors during the current fiscal year of 2022 (since 1st January 2022 up to 31st December 2022), but also until the next Ordinary Annual General Meeting of the Company, which they should not exceed in total the amount of 450.000 euro, and in particular the upper limit of the monthly remuneration to the Executive members of the Board of Directors, which should not exceed the amount of 15.000 euro, as these salaries have already been specified per member by the Company’s Board of Directors. In addition, the total benefits granted to the members of the Board of Directors were approved within the fiscal year 2021, according to article 109 of L. 4548/2018, as in force, which amounted to a total amount of 70.406 euro. Finally, they were approved the travel and transportation expenses of Mr. Adamantios Lentsios that incurred during the fiscal year 2021, non-executive member of the Board, as he participated in various strategic plans (projects) of the Company related to his participation in activities of companies of Group’s interests – mainly outside Greece, in order to develop and promote them, which amounted to 15.653 euro.

Number of votes against: 0 Number of abstentions (present): 0

Regarding the 5th subject: The Company’s Remuneration Report was approved for the Members of the Board of Directors and the General Manager for the fiscal year of 2021 (since 1st January 2021 up to 31st December 2021), in accordance with the provisions of article 112 par. 3 of L. 4548/2018, as in force, as in force, based on which the vote of the Shareholders on the Remuneration Report has an advisory character.

The Remuneration Report includes a complete overview of the total remuneration received by the members of the Board of Directors including the General Manager within the corporate fiscal year 2021 as well as the other required information from article 112 par. 2 of L.4548/2018, while it has been prepared with the supervision of the Board of Directors, after taking into account the relevant suggestions of the Remuneration and Nominations Committee of the Company.

The Remuneration Report is available on the website (http://www.elgeka.gr) of the Company and will remain posted for a period of ten (10) years.

Number of votes against: 0 Number of abstentions (present): 0

Regarding the 6th subject: It was granted according to article 98 par. 1 of L. 4548/2018, authorization to the members of the Board of Directors, the General Administration or and to the Executives of the Company in order to have the ability to participate in the Board of Directors or in the Management of Group Companies, having the same or similar purposes as those of Company. In addition, it was granted special permission for the participation of the members of the Board of Directors, the General Administration or and to the Executives of the Company in the Board of Directors of other companies, outside the Group, having the same or similar purposes as those of the Company.

Number of votes against: 0 Number of abstentions (present): 0

Regarding the 7th subject: The Annual Activity Report of the Audit Committee for the corporate fiscal year 2021 (since 1st January 2021 up to 31st December 2021) was submitted to the Company’s Shareholders, in accordance with article 44, par. 1i) of L.4449/2017, as in force. This Report is posted on the website (http://www.elgeka.gr) of the Company. This issue was not put to the vote.

Regarding the 8th subject: The Report of the Independent Non-Executive Members of the Company’s Board of Directors, namely Ms. Vasiliki Karagianni and Mr. Apostolos Papadopoulos, for the fiscal year 2021 (since 1st January 2021 up to 31st December 2021), was submitted to the Company’s Shareholders, which was prepared in accordance with the requirements of article 9 par. 5 of L.4706/2020, as applicable. The full content of the prepared relevant Report is available on the Company’s website (http://www.elgeka.gr). This issue was not put to a vote.

Regarding the 9th subject: The Shareholders were informed about issues concerning the course of operations and in general the prospects of the Group.
In addition, the President of the Annual General Meeting added that the turmoil prevailing in the international markets since the beginning of 2022, due to the war conflict in Ukraine, has caused a series of adverse effects on the international Economy and the global supply chain. The above developments have the consequence of limiting the stocks of certain products, directly affecting the cost of energy and pushing prices to historically high levels. The most important risks that are reflected at the given moment concern the high levels of inflation and the simultaneous reduction in growth rates, through the reduced income of consumers and the lower profit margins of businesses.

ELGEKA Group examines the critical variables that affect its areas of activity and takes the appropriate measures in order to adapt its business operation accordingly, to take advantage of the opportunities that are created and to ensure in any case the long-term development of its operations.

Finally, Mr. President informed the Shareholders that on June 30, 2022, the use of all the raised, from the increase of the share capital by payment of cash and a right of preference in favor of the old shareholders, funds of “ELGEKA S.A.” was completed. The aforementioned increase in the share capital was decided by the Extraordinary General Meeting of the Company’s Shareholders on December 11, 2020, and took place from 06/07/2021 to 19/07/2021, and a total of 10.853 thousand euro were raised, from of which the costs of the issue amounting to 180 thousand euro were deducted.

The aforementioned raised funds were invested in accordance with what was mentioned in the Prospectus approved by the Capital Market Commission on 25/06/2021, after the partial (not significant under the provisions of article 22 of L.4706/2020) redistribution thereof, as in more detail it refers to the “Report on the Use of Raised Capital from the Share Capital Increase with cash payment for the period from 22/07/2021 to 31/12/2021”, which is contained in the published on 14/04/2022 Annual Financial Report 2021 of the Company.

Given that the completion of the use of the raised funds took place within the first half of the current financial year 2022, the “Final Report on the Use of Raised Funds from the aforementioned share capital increase for the period from 22/07/2021 to 30/06/2022”, together with the accompanying Audit Report of the Certified Auditor-Accountant, will form part of the Company’s Half-Yearly Financial Report for the period 01/01/2022 – 30/06/2022.

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