DECISIONS OF GENERAL MEETING
“N. VARVERIS – MODA BAGNO S.A.”
Decisions of the Ordinary General Meeting of 05/09/2025
In accordance with article 4.1.1 - 3 of the ATHEX Regulation and article 133 par. 2 of Law 4548/2018, it is announced that the Ordinary General Meeting of the shareholders of the listed company under the name “N. VARVERIS – MODA BAGNO SANITARY WARE TILES AND FURNITURE INDUSTRIAL AND COMMERCIAL COMPANY S.A.” and the distinctive title “N. VARVERIS - MODA BAGNO S.A.” was held at the company’s offices (Chalandri, Anapafseos Street No. 50, 2nd floor) and was attended by three (3) shareholders holding 16,164,745 shares out of a total of 18,810,000 shares, representing 85.94% of the company’s share capital. Therefore, the General Meeting was validly convened, with a quorum. The shareholders of “N. VARVERIS - MODA BAGNO S.A.” took the following decisions on the items on the agenda. Specifically:
- The Company’s Annual Financial Report for the fiscal year 2024 (01/01/2024 – 31/12/2024), including the Annual Financial Statements on an individual and consolidated basis, the Board of Directors’ Report, the Audit Committee’s Report, and the Certified Auditor’s Audit Report, was unanimously approved by the three (3) shareholders present, with 16,164,745 votes out of a total of 18,810,000, no (0) negative votes, and a percentage of 85.94%.
- It was unanimously decided by the three (3) shareholders present, with 16,164,745 votes out of a total of 18,810,000, no (0) negative votes, and a percentage of 85.94%, to approve the overall management of the Board of Directors for the corporate year 01/01/2024 - 31/12/2024 in accordance with article 108 of Law 4548/2018 and to release the Company’s Auditors from any liability for compensation for actions taken during the corporate year 2024, pursuant to article 117 par. 1(c) of Law 4548/2018.
- It was unanimously approved by the three (3) shareholders present, with 16,164,745 votes out of a total of 18,810,000, no (0) negative votes, and a percentage of 85.94%, following the recommendation of the Company’s Board of Directors and the mandatory withholding of an amount by law for the creation of the Company’s Ordinary Reserve Capital, to distribute a dividend from the profits of the current year in the amount of EUR 1,112,103 (dividend per share: EUR 0.05912).
- The Annual Report of the Audit Committee was submitted in accordance with article 44, paragraph 1(i) of Law 4449/2017, and the shareholders present at the General Meeting, holding 16,164,745 shares out of a total of 18,810,000 (i.e., 85.94% of the share capital), following a proposal by the Chairman, unanimously approved it with 16,164,745 votes, no (0) negative votes, corresponding to 85.94% of the share capital.
- The Report of the Independent Non-Executive Members of the Board of Directors was submitted, and the shareholders present at the General Meeting, holding 16,164,745 shares out of a total of 18,810,000 (i.e., 85.94% of the share capital), following a proposal by the Chairman, unanimously approved it with 16,164,745 votes, no (0) negative votes, corresponding to 85.94% of the share capital, in accordance with article 9 par. 5 of Law 4706/2020.
- The monthly remuneration of the Chairman of the Board of Directors and Managing Director in the amount of EUR four thousand one hundred eighty euros and fifty cents (€4,180.50) for the period from 01/01/2024 to 31/12/2024 was unanimously approved by the three (3) shareholders present, with 16,164,745 votes out of a total of 18,810,000, no (0) negative votes, and a percentage of 85.94%. Furthermore, the non-payment of remuneration to the members of the Board of Directors, Mr. Georgios Vassiliadis, Ms. Panagiota Gogou, Mr. Dimitrios Reppas, and Ms. Salomi Dermatis, during the period from 01/01/2024 to 31/12/2024, was unanimously approved by the same shareholders, under the same terms.
- Following discussion and voting, the annual remuneration of EUR fifty thousand one hundred sixty-six (€50,166.00) for the Chairman of the Board of Directors and Managing Director for the period from 01/01/2025 to 31/12/2025 was unanimously approved by the three (3) shareholders present, with 16,164,745 votes out of a total of 18,810,000, no (0) negative votes, and a percentage of 85.94%. Furthermore, it was unanimously approved that no remuneration will be paid to the members of the Board of Directors, Mr. Georgios Vassiliadis, Ms. Panagiota Gogou, Mr. Dimitrios Reppas, and Ms. Salomi Dermatis, for the period from 01/01/2025 to 31/12/2025.
- The proposal of the Board of Directors for the approval of the Remuneration Report of the members of the Board of Directors of the Company for the fiscal year 2024 was unanimously approved by the three (3) shareholders present, with 16,164,745 votes out of a total of 18,810,000, no (0) negative votes, and a percentage of 85.94%.
- The auditing company GOODWILL AUDIT SERVICES S.A. was unanimously elected by the three (3) shareholders present, with 16,164,745 votes out of a total of 18,810,000, no (0) negative votes, and a percentage of 85.94% (SOEL Reg. No. 191 - ELTE Reg. No. 62), as the statutory auditor for the corporate fiscal year from 01/01/2025 to 31/12/2025. Subsequently, Mr. Iraklis Varlamis, son of Vasilios (SOEL Reg. No. 60741), was appointed as Regular Certified Auditor Accountant, and Mr. Ioannis Reppas, son of Anastasios (SOEL Reg. No. 59141), was appointed as Alternate Certified Auditor Accountant, for the fiscal year from 01/01/2025 to 31/12/2025, with remuneration based on that of fiscal year 2024 and subject to adjustment depending on the needs of the audit.
No further decisions were taken.
Chalandri, 05 September 2025