Kri Kri Milk Industry S A : Remuneration Report 2023

REMUNERATION REPORT OF THE BOARD OF DIRECTORS

"KRI-KRI MILK INDUSTRY S.A."

Reg no. 113772252000

FOR THE FINANCIAL YEAR 2023

TO THE ANNUAL ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

This remuneration report, for the financial year 2023 [hereinafter the "Remuneration Report"], has been prepared in accordance with the provisions of article 112 of Law 4548/2018 and contains a comprehensive overview of the total remuneration of the members of the Board of Directors of the company "KRI-KRI MILK INDUSTRY S.A. " [hereinafter the "Company"], for the financial year 2023, ie from 01.01.2023 to 31.12.2023, paid by within the Remuneration Policy of the Company, as it was approved on 6.7.2021 and concerns the specific period.

Α. General Principles of Remuneration Policy

All salaries of the members of the Board of Directors of the Company comply with the above remuneration policy of the latter, as well as the current legislation.

The Company for the financial year 2023, granted variable salaries to both (2) of the executive members of its Board of Directors, who also holds the positions of Chief Executive Officer and Deputy Chief Executive Officer. The Company did not grant any variable remuneration to the other members of its Board of Directors. As a result, their total remuneration consists of 100% of fixed remuneration. Similarly, fees in the form of options and other benefits were not granted.

Remuneration granted to members of the Board of Directors includes other benefits, such as the provision of a company vehicle, mobile phone, health insurance program, as well as optional retirement benefits.

The fixed salaries of the members of the Board of Directors do not provide incentives for taking risks and are competitive and proportional to the skills, abilities and experiences that the Company needs. Regarding variable remuneration, the most important of the formulation criteria are quantitative and qualitative and relate in particular to the evaluation of the performance and actions of persons receiving those variable remuneration as well as to the achievement of specific sub-objectives, as indicative and not restrictive, the profitability (profits after taxes) of the Company, the return on its equity and the total income from the Company's activity.

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B. Remuneration Committee

The Board of Directors of the Company had established a Remuneration and Benefits Committee with an advisory role in determining the benefit policy of the Company's staff. Under the Board of Directors' decision on 13/1/2021, this committee was amended to Remuneration and Nominations Committee. Its tasks are a) to make proposals to the Board of Directors regarding the remuneration policy which is submitted for approval to the Annual General Meeting, b) to formulate proposals to the Board of Directors regarding the remuneration of persons falling within the scope of the remuneration policy and regarding the remuneration of the Company's executives and in particular of the head of the internal control unit, c) the examination of the information included in the final draft of the annual remuneration report, providing its opinion to the Board of Directors, before submitting the report to the general meeting d) the identification and proposal to the Board of Directors of persons suitable for the acquisition of the status of member of the Board of Directors, based on procedures to be provided in the rules of procedure of that Committee, and e) the selection of candidates, based on the suitability policy to be established by the Company.

The Remuneration and Nominations Committee consisted of two (2) independent non- executive members and one (1) non-executive member of the Board of Directors of the Company, as follows:

Anastasios Kyriakidis, independent non-executive members

Anastasios Moudios, independent non-executive member

Kotsambasis Georgios, non- executive members

The term of the Remuneration and Nominations Committee is identical to that of the Board of Directors, that is to say, it should be six (6) years. The Board of Directors confirmed the independence of two of the three members and the fulfillment of the eligibility criteria of all members. The Board of Directors authorized the Remuneration Committee to nominate its Chairman during its formation, provided that the latter will be independent.

Then, the Remuneration and Nominations Committee during its formation as a body on 07/07/2021, appointed Mr. Moudios Anastasios as its Chairman, ie the Committee was formed as follows:

• Anastasios Moudios, Chairman
• Anastasios Kyriakidis, member
• Georgios Kotsambasis, member

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During 2023, four (4) meetings of the Remuneration and Benefits Committee took place, with the physical presence of the members.

C. Remuneration structure of the members of the Board of Directors

The structure of the salaries of the members of the Board of Directors, during the financial year of 2023, is as follows:

1. Executive Members of the Board of Directors

The executive members of the Board of Directors of the Company can be remunerated with both fixed and variable salaries, while the percentage of each salary category for the closing year results from the table below. These tend to be competitive, so that it is possible to attract and retain people who have the appropriate skills, abilities, experiences and attitudes that the Company needs. Along with the assessment of the weight of the position, the academic background, the previous experience of the beneficiary is taken into account, in order to determine the level of fixed salaries. The goal for the remuneration is to stand at the market average level of a comparable sample, which is calculated from relevant surveys monitored by the Company.

The annual salary of one (1) of the executive members of the Board of Directors & Chief Executive Officer of the Company, Mr. Panagiotis Tsinavos, is granted to him due to his services to the Company, in his capacity as a Member and Chairman of the Board of Directors and CEO, where he is responsible for the implementation of the strategic goals of the Company and the management of its affairs (day-to-day management), takes care and ensures the smooth, orderly and efficient operation of the Company, sets the guidelines to the General Management and the Company's Directories, being responsible for the strategic direction of the Company, the business guidance of the Company and the management of its performance, while at the same time participating and reporting to the Board of Directors and implementing the strategic choices and important decisions of the Company, as defined by decisions of the Board of Directors and the General Meeting. These fees for the financial year 2023 amounted to 390,000 euros per year. He also received benefits in kind which were valued at 6,303 euros per year and which concern the provision of a company vehicle and a mobile phone.

The remuneration of the other executive member of the Board of Directors, Mr. Georgios Tsinavos for the financial year 2023 is granted to him due to his services to the Company, in his capacity as a Member of the Board of Directors and Deputy CEO and his role as Supply Chain Manager, for which he received remuneration of 90,000 euros. He also received other benefits, which were valued at 1,800 euros per year, which consist of participation in a pension

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program and the distribution of free shares, while he also received benefits in kind, which were valued at 6,767 euros per year, which relate to the provision of a company vehicle and mobile phone.

2. Non-ExecutiveMembers of the Board of Directors

Non-executive members are remunerated only with a fixed salary. Their remuneration reflects their time of employment on the Board of Directors and its committees, as well as the most comprehensive range of their duties within the Company. It does not include bonuses, stock options or any other compensation that depends on the performance of the Company.

Thus, in terms of their participation in the Board of Directors and its committees and the time they devote to the meetings, as well as in the performance of the tasks assigned to them in relation to the conduct of such meetings, they receive a fixed annual salary.

Their annual gross remuneration for the financial year 2023, for their participation on the one hand in the Board of Directors and on the other hand in the Remuneration and Remuneration Committee and the Audit Committee, for those who apparently participate in them, amounted to 31,429 euros.

In particular, the non-executive members of the Board of Directors who received the above remuneration in total are: Kartsani Georgia (non-executive member of the Board of Directors), Kyriakidis Anastasios (independent non-executive member of the Board) Moudios Anastasios (independent non-executive member of the Board of Directors).

It is noted that Mr. Kotsambasis Georgios, Vice-President,non-executive member, has retired and participates in the Board of Directors and its committees without salary.

3. Other benefits

In addition to the above, to the executive member of the Board of Directors Mr. Tsinavos Georgios, the Company provided during the financial year 2023 a pension program and stock awards, which are valued at 1,800 euros.

4. Benefits in kind

In addition, to the executive members of the Board of Directors, the Company provided corporate vehicles and mobile phones, which are valued at 13,070 euros per year for both executive members of the Board of Directors, Messrs. Panagiotis Tsinavos and Georgios Tsinavos.

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D. Total Remuneration of the members of the Board of Directors in the financial year 2023

The following table includes the total remuneration granted to the members of the Board of Directors for the financial year 2023, broken down into sub-

components:

	Name		Position		Fixed	%			Variable	%			Other	%			Total Monetary		Benefits		Total
			Remuneration			Remuneration			Benefits			Remuneration		in kind
	Tsinavos Panagiotis		Chairman & CEO, Executive Member								390.000 €			100%							390.000	€			6.303 €			396.303 €
	Tsinavos Georgios		Deputy CEO, Executive Member								90.000 €	98%		1.800 €	2%	91.800	€		6.767 €		98.567 €
	Kotsambasis Georgios		Vice Chairman, Non-Executive Member																		0	€						0	€
	Moudios Anastasios		Independent Non-Executive Member		12.088 €	100%											12.088	€				12.088	€
	Kartsani Georgia		Non-Executive Member		9.670 €			100%													9.670	€						9.670	€
	Kyriakidis Anastasios		Independent Non-Executive Member		9.670 €	100%											9.670	€				9.670	€
	Total Board Remuneration				31.429 €	6%		480.000 €	94%		1.800 €	0%	513.229	€		13.070 €		526.299 €

It is clarified that the remuneration listed in the table above is gross. The net remuneration is based on the insurance and tax deductions and contributions that are charged to each beneficiary.

The following table contains comparative data on the change in the salaries of the members of the Board of Directors, the performance of the Company and the average salaries of the employees of the Company.

	Corporate performance data (€ thousand)		5year	2023			Annual	2022			Annual	2021			Annual	2020			Annual	2019
		Change			Change			Change			Change			Change
	BoD Remuneration		-1%			513.229			2%			505.594			-10%			560.691			2%			550.638			6%			519.925
	Average Employee Salaries	18%	30.983	16%	26.641		1%	26.324	2%	25.739	-2%		26.297
	Corporate performance data (€ thousand)		5year	2023			Annual	2022			Annual	2021			Annual	2020			Annual	2019
		Change					Change					Change					Change					Change
	Revenue		92%			216.330			26%			171.883			28%			134.600			7%			125.983			12%			112.903
	EBITDA	114%	45.124	409%	8.863		-58%	20.963	-6%	22.255	5%		21.120
	Profit before tax		129%			40.301			951%			3.833			-77%			16.530			-10%			18.392			5%			17.570
	Profits after tax	115%	32.269	916%	3.175		-76%	13.210	-17%	15.840	5%		15.015

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E. Remuneration from a company belonging to the same group

The Company does not belong to a group.

F. Number of shares and options for shares granted or offered to the members of the Board of Directors

Such a case does not occur.

G. Information on the possibility of recovering variable remuneration

According to the Company's Remuneration Policy dated 6.7.2021, in case where it is found that the Company was deceived by a person subject to the Remuneration Policy and granted variable remuneration due to deceit or other equally serious reason, the Board of Directors may take all legal means to cancel or reimburse any short-term or long-term variable remuneration paid.

H. Information on any deviations from the application of the Remuneration Policy

The Company fully complies with the Remuneration Policy, as approved by the

Annual General Meeting of 6.7.2021 and concerns the specific financial year.

Serres, June 10, 2024

The Board of Directors

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