The Board of Directors of KRI-KRI MILK INDUSTRY S.A. headquartered in Serres (3^rd Km Serres-Drama) with Reg. No. 113772252000, ISIN: GRS469003024 (hereinafter referred to as the “Company”), in accordance with the Law and the Company’s Articles of Association and by virtue of its resolution Νo. 8/25 dated 14.03.2025, INVITES the Shareholders of KRI-KRI MILK INDUSTRY S.A., to the 27^th Extraordinary General Meeting (hereinafter referred to as the “EGM”) of Shareholders which will be held on Tuesday, 8th of April 2025 at 13:00 hours (GMT +03:00), at the Company’s headquarters, 3^rd  km Serres-Drama, Serres, Greece (ground floor of the Company’s main building), to discuss and decide on the following items of the agenda:

ITEMS OF THE AGENDA

1. Election of Statutory Auditors for the purpose of the submission of the Company’s sustainability report for the financial year 2024, as well as approval of their fees.

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According to the Law and the Company’s Articles of Association the required quorum and majority on each of the agenda items are:

Item No	Subject	Quorum[1]	Majority[2]
1.	Election of Certified Auditors for the purpose of the assurance of the Company’s sustainability report submission for the financial year 2024, as well as approval of their fees.	(1/5)	(50%+1)

 

 

Ι. Repeat Extraordinary General Meeting (in the event of the required quorum is not achieved)

In the event of the required quorum for the adoption of any decision is not achieved according to the Law and the Company’s Articles of Association, the Shareholders are hereby invited, with the same agenda and without publishing a new invitation, to a Repeat Annual General Meeting (hereinafter referred to as the “Repeat AGM”), which will be held on Thursday, 11^th of April 2025, at 13:00 hours (GMT +03:00) at the Company’s headquarters 3rd km Serres-Drama, Serres, Greece, and to which the Company’s shareholders are hereby invited, with the same agenda items, without a publication of a new invitation.

ΙΙ. Right to participate and vote to the Extraordinary General Meeting

All shareholders of KRI-KRI MILK INDUSTRY S.A., legal entities and individuals, have the right to participate to the EGM (Initial or Repeat), provided they are registered as shareholders of the Company in the electronic registry of “Hellenic central securities depository” (ATHEXCSD) or any person identified as such based on the relevant date through registered intermediaries or other intermediaries, in line with the legislative provisions (L. 4548/2018, L. 4569/2018, L. 4706/2020 and Regulation (ΕU) 2018/1212), as well as the Rulebook of the Hellenic Central Securities Depository (Government Gazette Β/1007/16.03.2021) on Thursday 3^rd of April 2025 (record date), that is at the beginning of the fifth (5th) day prior to the date of the AGM.

In the Repeat EGM of 11.04.2025, the Shareholders can participate under the same above formal conditions. In particular, the capacity of the Shareholder must also exist at the beginning of the Record Date, ie of 03.04.2025, that is at the fifth (5th) day before the day of the initial meeting of the EGM of 08.04.2025 (art. 124 par. 6 Law 4548/2018, given that the date of the Repeat EGM is not more than thirty (30) days after the initial AGM date).

The shareholder status on the Record Date will be verified by the direct electronic link of the Company with the records of ATHEXCSD or through the above intermediaries in line with the above provisions or by any other legal means. A shareholder may participate in the EGM through a confirmation or notice of Articles 3, 5 and 6 of Regulation (EU) 2018/1212, which are provided by the intermediary, with the exception of the refusal by the EGM of his/her participation for good reason, which justifies that refusal in line with the applicable provisions (art.19 par. 1 L. 4569/2018, art. 124 par. 5 L. 4548/2018), in case of untimely and / or identification failure. Under the Company’s charter, a person is considered to have the right to participate and vote in the EGM if he/ she holds the status of shareholder as above, on the Record Date.

The participation to the EGM or the Repeat EGM does not involve any blocking of shares or any other procedure restricting the selling or transferring of shares during the period between the Record Date and the date of the AGM.

The Shareholders may participate in the EGM and cast vote either in person or by proxy, as per Section III of this invitation. The Shareholders or their proxies can submit their vote to the EGM, without any prior deadline, nor deadline for notification of participation in the meeting - only the appointment of the proxy has a deadline, as per Section III of this invitation. Each share gives the right of one vote. The item of the Agenda is subject to a binding vote of the shareholders. The options of vote are: for/ against / abstain. The proxy may not receive voting instructions and vote at his/ her discretion.

ΙΙΙ. Procedure for exercising voting rights by proxy

The Shareholders may participate in the EGM and cast votes either in person or by proxy. Each Shareholder may appoint up to three (3) proxies. Legal entities may appoint up to three individuals (3) as proxies. However, if a Shareholder holds shares which appear in more than one securities account, the shareholder may appoint different proxies for each securities’ account. A Shareholder can appoint a proxy for just one EGM or for more during a specified period. A proxy who acts on behalf of more than one Shareholder may cast votes differently on behalf of each shareholder. In case a proxy has been given specific voting instructions, he should vote accordingly. Failure to do so, does not affect the validity of AGM’s resolutions. The proxy is obliged to archive the voting instructions for one (1) year from the date of the EGM or the last Repeat EGM in which he/she used the proxy.

Before the start of the EGM, the proxy is obliged to notify the Company of any fact which might be useful to the Shareholders, in assessing the risk of the proxy may serve other interests, besides the interest of the Shareholder. According to the meaning of paragraph 5 article 128 of L.4548/2018, a conflict of interest may arise particularly if the proxy is: a) a shareholder that exercises control over the Company, or of other legal person or entity that is controlled by that shareholder; b) a member of the Board of Directors or the management of the Company or of a shareholder that exercises control over the Company, or of another legal person or entity controlled by such shareholder; c) an employee or an auditor of the Company or of a controlling shareholder, or of another legal person or entity that is controlled by a controlling shareholder; d) a spouse or a first degree relative of one of the individuals mentioned in cases (a) to (c) above. Proxies are freely revocable.

The forms for appointment of proxies are available at the Company’s website https://www.krikri.gr/asseten/122/  and at the Company’s headquarters 3rd km Serres-Drama, Serres, Greece. The forms may be posted to shareholders who do not have access to the website by contacting Investors Relations Department (tel +30 2321068300, Mr Konstantinos Sarmadakis).

The forms for proxy appointment, revocation or replacement of proxies are submitted in writing to the Company’s headquarters 3rd km Serres-Drama, Serres, Greece (att: Investors Relations Department) or with electronic means, as indicatively by e-mail, at least forty-eight (48) hours before the date of the EGM ie by 06.04.2025 at 13:00 pm (GMT +03:00). In the event of a Repeat EGM, proxy forms are submitted with the aforementioned means at least forty-eight (48) hours before the date of the Repeat EGM ie by 09.04.2025 at 13:00 pm (GMT +03:00), or in case of shareholders that are verified through intermediaries, proxy forms are submitted through confirmations or notice of Articles 5 and 6 of Regulation (EU) 2018/1212, which are provided by the intermediary.

ΙV. Minority rights

According to article 121, paragraph 4, of Law 4548/18, all shareholders are hereby informed that, inter alia, they have the following rights provided for in article 141 paragraphs 2, 3, 6 and 7, of Law 4548/18:

i. At the request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors is obliged to include additional items in the agenda of the EGM, provided that the relevant request is received by the Board of Directors at least 15 days before the date of the Extraordinary General Meeting i.e. by 23.03.2025. The request for the inclusion of additional items on the EGM’s agenda must be accompanied by a justification or a draft resolution to be adopted by the EGM. The revised agenda is published in the same manner as the previous agenda, 13 days before the date of the EGM, i.e. by 25.03.2025 and uploaded to the Company’s website along with the justification or the draft resolution which has been submitted by the Shareholders as foreseen by par 4 art. 123 of L.4548/2018. In case of failure to publish the revised agenda, the requesting Shareholders have the right to request the postponement of the EGM according to article 141 paragraph 5 of Law 4548/18, and to proceed themselves to the publication, as provisioned in the second subparagraph of par. 2 of article 141 L.4548/2018, at the expense of the Company.

ii. The Shareholders representing 1/20 of the paid-up share capital have the right to submit draft resolutions on items included in the initial or the revised agenda of the EGM. Such a request must be received by the Board of Directors at least 7 days before the date of the EGM, i.e. by 31.03.2025. These draft resolutions are published, according to article 123 paragraph 4 of Law 4548/18, at least 6 days before the date of the Extraordinary General Meeting, i.e. by 01.04.2025.

iii. Upon a request of any shareholder, which is submitted to the Company at least 5 full days prior to the EGM, i.e. by 02.04.2025, the Board of Directors is obliged to provide to the EGM the requested specific information on the Company’s affairs, to the extent that the requested information is relevant to the items of the agenda of the EGM. Such an obligation is void if the relevant information is already present on the Company’s website, especially in the form of questions and answers. Also, at the request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors is obliged to announce at the EGM the amounts that were paid during the past two years to each member of the Board of Directors or to the Company’s managers, as well as any benefits that were granted to them for any reason or on the basis of their contract with the Company. In all the above cases, the Board of Directors may refuse the provision of such information for a serious reason, which is recorded in the minutes of the EGM. Such a serious reason may be, under specific circumstances, the representation of the requesting shareholder to the Board of Directors, according to art. 79 or 80 of L.4548/2018, cases which do not exist in this case. In the case of exercising this right, in accordance with the provisions of paragraph 6 of article 141 of Law 4548/2018, the Board of Directors may provide with a single reply to all shareholders’ requests under the same content.

iv. Upon a request of the Shareholders representing 1/10 of the paid-up share capital, which is submitted to the Company at least 5 full days prior to the EGM, i.e. by 02.04.2025, the Board of Directors is obliged to provide to the EGM information on the course of the corporate affairs and the state of the Company’s assets. The Board of Directors may refuse the provision of such information for a serious reason, which is recorded in the minutes of the EGM. Such a serious reason may be, under specific circumstances, the representation of the requested shareholder to the Board of Directors, according to art. 79 or 80 of L.4548/2018, cases which do not exist in this case as long as they have received adequate information.

In all the above cases, the requesting shareholders must prove their shareholder status and, except for the case of the above paragraph (iii), the number of shares they hold at the time of exercise of the relevant right. The shareholder status is verified by the direct electronic link of the Company with the records of ATHEXCSD or by any other legal means.

Detailed information about the above minority rights and their terms of exercise is available on the Company's website at the https://www.krikri.gr/asseten/122/.

V. Available documents and information

The information of par. 3 and 4 of article 123 of Law 4548/2018 and specifically, the present invitation, the documents that will be submitted to the AGM, the draft resolutions for each item of the agenda, or in case no resolution has been proposed for approval, as well as potential draft resolutions submitted by shareholders according to paragraph 3 article 123 of Law 4548/2018 immediately after receipt by the Company, the proxy forms and all other information of paragraph 3 article 123 of Law 4548/2018 are available at the Company’s website https://www.krikri.gr/asseten/122/. The total number of shares and voting rights at the date of the present invitation are also available to that webpage, with reference to separate totals per shareholder category. Furthermore, shareholders can receive a hardcopy of those documents from Investors Relations Department (3rd km Serres-Drama, Serres, Greece, tel (+30)2321068300, Mr. Konstantinos Sarmadakis).

 

Serres, 14.03.2025

The Board of Directors