THE HOUSE OF AGRICULTURE SPIROY S.A.

INVITATION TO GENERAL MEETING

 

INVITATION
TO THE ORDINARY GENERAL MEETING OF  SHAREHOLDERS

“HOUSE OF AGRICULTURE SPIROU S.A.” 
G.E.MI. No. 405401000

Pursuant to the Law, the Company’s Articles of Association, and  following resolution of the Board of Directors 31/07/2025, all shareholders of the company “HOUSE OF AGRICULTURE SPRIOU S.A.” are invited to the Annual Ordinary General Meeting, to be held on Tuesday, September 9, 2025, at 10:00 a.m. at the company’s registered office, Markoni 5, Egaleo, Attica.
In case the required quorum is not met, a 1st Repeat Ordinary General Meeting will take place on Tuesday, September 16, 2025, at 10:00 a.m. at the same location and with the same agenda.

AGENDA ITEMS

  1. Submission and approval of the Annual Company and Consolidated Financial Statements for the fiscal year 01/01/2024 – 31/12/2024, prepared in accordance with IFRS, following the review and approval of the Management Reports of the Board of Directors and the Certified Auditor – Accountant.
  2. Approval of overall management in accordance with article 108 of Law 4548/2018 and discharge of the auditors and members of the Board of Directors from any liability for compensation regarding the Financial Statements and overall management for the fiscal year 01/01/2024 – 31/12/2024.
  3. Election of one regular and one alternate Certified Auditor for the audit of the financial year 2025 and determination of their remuneration.
  4. Approval of the remuneration and compensations of the Board of Directors members for the fiscal year 01/01/2024 – 31/12/2024.
  5. Pre-approval of the remuneration and compensations of the Board of Directors members for the fiscal year 01/01/2025 – 31/12/2025.
  6. Submission for discussion of the annual Activity Report of the Audit Committee in accordance with article 44 paragraph 1 item h of Law 4449/2017.
  7. Submission for discussion of the Report by the Independent Non-Executive Members of the Board of Directors in accordance with article 9 paragraph 5 of Law 4706/2020.
  8. Submission for discussion and voting by the General Meeting of the 2024 Remuneration Report in accordance with article 112 of Law 4548/2018.
  9. Granting of permission, pursuant to article 98 of Law 4548/2018, to members of the Board of Directors and Managers to participate in Boards or management of companies with similar or related purposes within or outside the Group.
  10. Authorization to the Chairman and the Secretary of the General Meeting to sign and certify the minutes of the meeting.

Athens, July 31, 2025
THE BOARD OF DIRECTORS

I. Right  to attend General Meeting

All shareholders of the Company are entitled to participate in the General Meeting and to vote, either in person or by proxy, in accordance with the provisions of Law 4548/2018 and the following. Each share entitles the holder to one vote.
Only those appearing as shareholders in the records of the Dematerialized Securities System (DSS), managed by the company "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A." (which is the Central Securities Depository providing registry services in accordance with article 124, paragraph 6 of Law 4548/2018), at the beginning of the fifth (5th) day before the date of the Ordinary General Meeting (“Record Date”), i.e., on September 4, 2025, are entitled to participate and vote in the General Meeting of September 9, 2025.

The aforementioned record date of September 4, 2025, also applies in the case of a Repeat General Meeting on September 16, 2025 (if the required quorum under the law and the Articles of Association is not met for decision-making on certain items on the original agenda at the meeting of September 9, 2025).

Shareholder status is verified electronically by the Company, which has direct electronic access to the DSS records managed by “HELLENIC CENTRAL SECURITIES DEPOSITORY S.A.”. Therefore, shareholders are not required to submit any written certification.

Shareholders who do not comply with the deadline of article 128, paragraph 4 of Law 4548/2018 i.e., who have not submitted in writing or electronically the appointment of a representative or proxy at least forty-eight (48) hours before the scheduled date of the General Meeting — may still participate in the General Meeting unless the General Meeting refuses their participation for a justified and substantial reason.

II. Procedure for Exercising Voting Rights by Proxy

Shareholders entitled to participate in the General Meeting may vote either in person or through a proxy. Each shareholder may appoint up to three (3) proxies. Legal entities may participate in the General Meeting by appointing up to three (3) individuals as their representatives.

Proxy appointment forms are available on the Company’s website at www.spirou.gr and at the Company’s Headquarters, at 5 Markoni Street, Aigaleo (Shareholders’ Service Department). Completed and signed proxy forms must be submitted and received at the Company's Headquarters (Shareholders’ Service Department) at least forty-eight (48) hours before the date of the Ordinary General Meeting, i.e., by Sunday, September 7, 2025.

A proxy acting on behalf of multiple shareholders may vote differently for each shareholder.
A shareholder may appoint a proxy for a single General Meeting or for any meetings held within a specific timeframe.

The proxy shall vote in accordance with the shareholder's instructions, if any, and is obliged to retain those instructions for at least one (1) year from the submission of the minutes of the General Meeting to the competent authority or, if the decision is subject to disclosure, from its registration with the General Commercial Registry.

The proxy must inform the Company, prior to the commencement of the General Meeting, of any specific event which could be useful to the shareholders in assessing the risk that the proxy might serve interests other than those of the shareholder.

 

 

III. Minority Rights

In accordance with article 141 paragraphs 2, 3, 6, and 7 of Law 4548/2018, shareholders have the following rights:

(a) Upon request by shareholders representing one twentieth (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 request is received at least fifteen (15) days before the General Meeting, i.e., by August 25, 2025.

The request must be accompanied by a justification or a draft resolution for approval by the General Meeting. The revised agenda is published in the same manner as the previous one, at least thirteen (13) days prior to the date of the General Meeting, i.e., by August 27, 2025, and is made available on the Company’s website along with the justification or draft resolution as provided under article 123(4) of Law 4548/2018.

If these items are not published, the requesting shareholders are entitled to request the postponement of the General Meeting, in accordance with article 141(5) of Law 4548/2018, and to publish them themselves at the Company’s expense under article 122, at least seven (7) days prior to the General Meeting, i.e., by September 2, 2025.

(b) Shareholders representing one twentieth (1/20) of the paid-up share capital may submit draft resolutions on items already included in the initial or any revised agenda. Such requests must be received by the Board of Directors at least seven (7) days before the General Meeting, i.e., by September 2, 2025. These draft resolutions must be made available to shareholders at least six (6) days before the General Meeting, i.e., by September 3, 2025, in accordance with article 123(3) of Law 4548/2018.

(c) Upon request by any shareholder, submitted at least five (5) full days before the General Meeting, i.e., by September 3, 2025, the Board of Directors is obliged to provide the requested specific information regarding the affairs of the Company, to the extent that such information is relevant to the agenda items. The obligation to provide information does not exist if the relevant information is already available on the Company's website, particularly in the form of questions and answers.

Also, upon request by shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors must disclose at the General Meeting — provided it is an Ordinary Meeting — the amounts paid in the last two years to each member of the Board of Directors or to the Company's managers, as well as any benefits granted to them for any reason or under any agreement with the Company.

In all such cases, the Board of Directors may refuse to provide information for a substantial and valid reason, which is recorded in the minutes. Such reason may include, depending on the circumstances, the representation of the requesting shareholders on the Board of Directors under articles 79 or 80 of Law 4548/2018. The Board may respond uniformly to shareholder requests with identical content.

(d) Upon request by shareholders representing one tenth (1/10) of the paid-up share capital, submitted at least five (5) full days before the General Meeting, i.e., by September 3, 2025, the Board of Directors is obliged to provide information on the progress of corporate affairs and the financial status of the Company. The Board may refuse to provide such information for a substantial and valid reason, recorded in the minutes. Such reason may include, depending on the circumstances, representation of the requesting shareholders on the Board, provided the relevant members have received sufficient information.

In all the above cases, the requesting shareholders must prove their shareholder status and, except for the first sentence of paragraph (c), the number of shares they hold at the time the right is exercised.

IV. Available Documents and Information

This invitation, the documents to be submitted to the General Meeting, the draft resolutions proposed by the Board of Directors, the proxy forms, and other information provided under article 123(3) of Law 4548/2018 are available on the Company’s website, www.spirou.gr.
Shareholders may also obtain the aforementioned documents in printed form from the Company’s Shareholders’ Service Department (5 Markoni Street, Aigaleo, Tel. +30 210 3497500), or request to receive them by mail upon arrangement.

Athens, 31/07/2025
THE BOARD OF DIRECTORS