Summary of resolutions of Ordinary Annual General Meeting of Shareholders of company “ELGEKA S.A.” of July 5th, 2023

Industrial Area of Sindos – Thessaloniki, July 5th, 2023

RESOLUTIONS OF THE ORDINARY ANNUAL GENERAL MEETING

Subject: Summary of resolutions of Ordinary Annual General Meeting of Shareholders of company “ELGEKA S.A.” of July 5th, 2023

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 5th, 2023, Wednesday, 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 2022 (since 1st January 2022 up to 31st December 2022), 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 2022 (since 1st January 2022 up to 31st December 2022).

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 2022 (since 1st January 2022 up to 31st December 2022).

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 2023 (since 1st January 2023 up to 31st December 2023) 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.

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 2022 (since 1st January 2022 up to 31st December 2022), which amounted to a total of 146.606 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 2023 (since 1st January 2023 up to 31st December 2023), 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 within the fiscal year 2022 were approved, according to article 109 of L. 4548/2018, as in force, which amounted to a total amount of 62.536 euro. Finally, they were approved the travel and transportation expenses of Mr. Adamantios Lentsios, non-executive member of the Board of Directors, that incurred during the fiscal year 2022 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 10.464 euro.

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 2022 (since 1st January 2022 up to 31st December 2022), in accordance with the provisions of article 112 par. 3 of L. 4548/2018, as in force, based on 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 2022 (since 1st January 2022 up to 31st December 2022) 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.

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.

Regarding the 7th subject: The Annual Activity Report of the Audit Committee for the corporate fiscal year 2022 (since 1st January 2022 up to 31st December 2022) 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 subject 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 2022 (since 1st January 2022 up to 31st December 2022), 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 subject was not put to the 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 Chairman of the A.G.M. informed the Shareholders regarding the provisions of article 97 par. 1. section b’ of L.4548/2018, regarding the duty of loyalty of the members of the Board of Directors towards the Company and specifically, among others, the duty to disclose any conflict of interest and the obligation of companies to disclose cases of conflict of interest and any contracts concluded and covered by article 99 at the next Annual General Meeting of Shareholders.

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