In accordance with the Law and the CompanyΆs Articles of Association and by virtue of resolution dated 4.6.2019 of the Board of Directors, the Shareholders of KRI-KRI MILK INDUSTRY S.A. (the Company) are hereby invited to the Annual General Meeting of Shareholders which will be held on Tuesday, 9^th July 2019 at 13:00 hours, at the companyΆs headquarters 3^rd km Serres-Drama, Serres, Greece.

 

Items of the agenda:

1)      Submission and approval of the Annual Financial Statements of the Company for the fiscal year 2018, along with the relevant report of the Board of Directors and the AuditorsΆ report;

2)      Distribution of profits of the fiscal year 2018;

3)      Approval of the overall management of the Company according to article 108 of Law 4548/2018, as in force, and discharge of the Statutory Auditors of the Company from any liability for compensation for the fiscal year 2018;

4)      Election of certified Auditors for the audit of the financial statements of the Company for the fiscal year 2019;

5)      Grant of permission to the members of the Board of Directors and the CompanyΆs managers to participate in the Boards of Directors or in the management of other companies;

6)      Other items and announcements.

 

In the event of the required quorum for the adoption of any decision is not achieved, the Shareholders are hereby invited, without publishing a new invitation, to a Repeat General Meeting, which will be held on Thursday, 18^th July 2019, at 13:00 hours at the companyΆs headquarters 3^rd km Serres-Drama, Serres, Greece.

 

Ι. Right to participate to the General Meeting

All shareholders of KRI-KRI MILK INDUSTRY S.A. have the right to participate to the General Meeting, provided that are registered as shareholders of the company in the electronic registry of “Hellenic central securities depository” (ATHEXCSD) on Thursday 4^th July 2019 (record date), ie at the beginning of the fifth date prior to the date of the General Meeting. The shareholder status on the Record Date will be verified by the direct electronic link of the Company with the records of ATHEXCSD or by any other legal means. The record date for the Repeat General Meeting is the same as above, Thursday 4^th July 2019. The participation to the General Meeting or the Repeat General Meeting does not involve 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 General Meeting.

ΙΙ. Procedure for exercising voting rights by proxy

Shareholders may participate in the General Meeting and cast vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. However, if a shareholder holds shares which appear in more than one securitiesΆ account, he may appoint different proxies for each securitiesΆ account. A shareholder can appoint a proxy for just one General Meeting or for more during a specified period. Proxies are freely revocable. A proxy who acts on behalf of more than one shareholder may cast vote differently on behalf of each shareholder. In case of a proxy been given specific voting instructions, he should vote accordingly. Failure to do so, does not affect the validity of General MeetingΆs resolutions. The proxy is obliged to archive the voting instructions for one (1) year from the date of the General Meeting or the last Repeat General Meeting in which he used the proxy.

Before the start of the General Meeting, 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. 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 natural persons mentioned in cases (a) to (c) above.

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

The forms for appointment, revocation or replacement of proxies are submitted to companyΆs headquarters 3^rd km Serres-Drama, Serres, Greece (att: Investors Relations Department) at least forty-eight (48) hours before the date of the General Meeting.

ΙII. Minority rights

According to article 121, paragraph 4, of Law 4548/18, all shareholders are hereby informed that, interalia, 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 General Meeting, provided that the relevant request is received by the Board of Directors at least 15 days before the date of the General Meeting. The request for the inclusion of additional items in the General MeetingΆs agenda must be accompanied by a justification or a draft resolution to be adopted by the General Meeting. The revised agenda is published in the same manner as the previous agenda, 13 days before the date of the General Meeting and uploaded to the companyΆs website along with the justification or the draft resolution which has been submitted by the shareholders. In case of failure to publish the revised agenda, the requesting Shareholders have the right to request the postponement of the General Meeting according to article 141 paragraph 5 of Law 4548/18, and to proceed themselves to the publication at the expense of the company.

ii. 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 General Meeting. Such request must be received by the Board of Directors at least 7 days before the date of the General Meeting. These draft resolutions are published, according to article 123 paragraph 3 of Law 4548/18, at least 6 days before the date of the General Meeting.

iii. Upon a request of any shareholder, which is submitted to the company at least 5 full days prior to the General Meeting, the Board of Directors is obliged to provide to the General Meeting the requested specific information on the CompanyΆs affairs, to the extent that the requested information is relevant to the items of the agenda of the General Meeting. Such an obligation is void, in case the relevant information is already present at the companyΆs website, especially in the form of questions and answers. Also, at the request of shareholders representing 1/20 of the paid-up share capital, submitted at least 5 full days prior to the date of the General Meeting, the Board of Directors is obliged to announce at the General Meeting the amounts that were paid during the past two years to each member of the Board of Directors or to the CompanyΆs 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 on a serious reason, which is recorded in minutes of the General Meeting. Such a serious reason is the representation of the requesting shareholder to the Board of Directors. The Board of Directors may give a single reply to all shareholdersΆ requests with the same content.

iv. Upon a request of shareholders representing 1/10 of the paid-up share capital, which is submitted to the company at least 5 full days prior to the General Meeting, the Board of Directors is obliged to provide to the General Meeting information on the course of the corporate affairs and the state of the CompanyΆs assets. The Board of Directors may refuse the provision of such information on a serious reason, which is recorded in minutes of the General Meeting. Such a serious reason is the representation of the requesting shareholder to the Board of Directors, as long as they have received adequate information.

In all 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.

IV. Available documents and information

The present invitation, the documents that will be submitted to the General Meeting, the draft resolutions for each item of the agenda, draft resolutions submitted by shareholders, the proxy forms and the information of paragraph 3 article 123 of Law 4548/18, are available at companyΆs website www.krikri.gr Also, shareholders can receive a hardcopy of these documents from Investors Relations Department (3rd km Serres-Drama, Serres, Greece, tel (+30)2321068300, Mr Konstantinos Sarmadakis).

 

Serres, 18/6/2019

The Board of Directors