N. VARVERIS-MODA BAGNO S.A.

INVITATION TO GENERAL MEETING

ΙNVITATION TO THE ANNUAL ORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE S.A. WITH THE BRAND NAME “N. BARVERIS - MODA BAGNO SANITARY WARE TILES AND FURNITURE SANONYMOUS INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME”, DISTINCT TITLE “N. BARVERIS - MODA BAG NO S.A.”, with N.M.A.E. 13823/06/Β/86/28 and N. G.E.MI. 000343901000

 

 In accordance with the provisions of Law 4548/2018 and the Articles of Association, the Board of Directors of the Société Anonyme with the name “N. BARVERIS - MODA BAGNO SANITARY WARE TILES AND FURNITURE INDUSTRIAL AND COMMERCIAL COMPANY" and the distinctive title "N. BARVERIS - MODA BAG NO S.A.", invites the shareholders of the company to an Ordinary General Meeting on September 5, 2025, Friday at 11:00 at the company's offices in Chalandri, Attica, on Anapafseos Street no. 50, for decisions on the following agenda items: 

AGENDA ITEMS 

1. Submission and approval of the Company's annual Financial Report for the fiscal year 2024 (01/01/2024 - 31/12/2024), following the Annual Financial Statements (corporate and consolidated) for the said Fiscal Year (01/01/2024 - 31/12/2024), as well as the relevant Reports of the Board of Directors and the Auditors.

2. Approval of the overall management of the Board of Directors for the fiscal year 01.01.2024 - 31.12.2024 according to article 108 of Law. 4548/2018 and exemption of the Company's Auditors from any liability for compensation for the activities of the 2024 financial year in accordance with article 117 par. 1 letter c of law 4548/2018.

3. Approval of the distribution of dividends from profits of the previous financial year. 4. Submission and Voting of the Annual Report of the Audit Committee for the 2024 financial year (01/01/2024 - 31/12/2024), in accordance with article 44 paragraph 1 letter i. of law 4449/2017.

5. Submission of the Report of Independent Non-Executive Members of the Board of Directors in accordance with article 9 par. 5 of law 4706/2020.

6. Approval of the remuneration of the members of the Board of Directors of the Company for the fiscal year 01.01.2024 - 31.12.2024 according to article 109 of Law 4548/2018.

7. Determination of the remuneration and compensation of the members of the Board of Directors for the fiscal year 01.01.2025 - 31.12.2025 and until the Ordinary General Meeting of the year 2026. 

8. Discussion and voting on the Remuneration Report of the members of the Board of Directors of the Company for the fiscal year 01.01.2024 - 31.12.2024 according to article 112 of Law 4548/2018, as in force. 

9. Election of regular and alternate certified auditors for the audit of the Financial Statements for the current fiscal year 1.1.2025 – 31.12.2025 according to IAS and determination of their remuneration in accordance with article 42 of Law 4449/2017. 10. Various announcements, approvals and discussion of issues of general interest.

 

In the event that the quorum required by law for the adoption of a decision on the items on the Agenda is not reached, the possible First Repeat Ordinary General Meeting will be held on Thursday, September 12, 2025 at 11:00 a.m. at the same venue, without prior publication of a new invitation. Anyone who appears as a shareholder in the records of the Dematerialized Securities System managed by the "Hellenic Exchanges S.A." (HEX), in which the Company's securities (shares) are kept, has the right to participate and vote in the General Meeting (and in any Repeated Meeting referred to above). Proof of shareholder status is provided by presenting a relevant written certificate from the aforementioned body or, alternatively, by directly connecting the Company to the records of the said body. The status of shareholder must exist on August 31, 2025 (“Record Date”), that is, at the beginning of the fifth (5th) day before the date of the Ordinary General Meeting of September 5, 2025, as provided for in article 124 of Law 4548/2018 and in the Company’s Articles of Association. Only those who hold the status of shareholder on the corresponding record date are considered to have the right to participate and vote in the Annual Ordinary General Meeting. In case of non-compliance with the provisions of Law 4548/2018, the shareholder in question participates in the Annual Ordinary General Meeting only after its permission. It is noted that the exercise of these rights (participation and voting) does not require the binding of the beneficiary's shares or the observance of any other similar procedure, which limits the possibility of selling and transferring them during the period between the record date and the date of the Annual Ordinary General Meeting. Shareholders may attend the General Meeting either in person or by proxy. Shareholders who are legal entities participate in the General Meeting through their representatives. Shareholders who wish to appoint a representative or proxy for their participation in the General Meeting as well as the revocation or replacement of the shareholder's representative or proxy shall be made in writing and sent by post to the company's address or by electronic means to the company's electronic address and must have been received by the company no later than before the general meeting. The full text of the Invitation, the proxy appointment form, the draft resolutions on the items on the Agenda and any other elements of article 123 of Law 4548/2018, are available in hard copy at the offices of the Company's registered office at 50 Anapafseos Street in Chalandri, Attica, and in electronic form on the Company's website www.modabagno.gr.

 

Chalandri, July 29, 2025

 

THE BOARD OF DIRECTORS