INVITATION
TO THE ANNUAL ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE SOCIÉTÉ ANONYME
UNDER THE CORPORATE NAME
"N. VARVERIS – MODA BAGNO SANITARY WARE, TILES AND FURNISHINGS INDUSTRIAL AND COMMERCIAL SOCIÉTÉ ANONYME"
Distinctive Title "N. VARVERIS – MODA BAGNO S.A.", with Company Registration Number 13823/06/B/86/28 and General Commercial Registry (G.E.MI.) No. 000343901000.
Pursuant to the provisions of Law 4548/2018 and the Articles of Association, the Board of Directors of the Société Anonyme under the corporate name "N. VARVERIS – MODA BAGNO SANITARY WARE, TILES AND FURNISHINGS INDUSTRIAL AND COMMERCIAL SOCIÉTÉ ANONYME" and the distinctive title "N. VARVERIS – MODA BAGNO S.A." invites the shareholders of the Company to the Annual Ordinary General Meeting to be held on 10 September 2026, Thursday, at 11:00 a.m., at the Company's offices in Chalandri, Attica, at 50 Anapafseos Street, for the purpose of adopting resolutions on the following agenda items:
AGENDA ITEMS
1. Submission and approval of the Company's Annual Financial Report for the financial year 2025 (01/01/2025 – 31/12/2025), together with the Annual Financial Statements (separate and consolidated) for the said financial year (01/01/2025 – 31/12/2025), 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 financial year 01.01.2025 – 31.12.2025 pursuant to Article 108 of Law 4548/2018 and discharge of the Company's Auditors from any liability for compensation in respect of the acts performed during the financial year 2025 pursuant to Article 117 paragraph 1(c) of Law 4548/2018.
3. Approval of the distribution of dividends from profits of previous financial years.
4. Submission and voting on the Annual Activity Report of the Audit Committee for the financial year 2025 (01/01/2025 – 31/12/2025), in accordance with Article 44 paragraph 1 point (θ) of Law 4449/2017.
5. Submission of the Report of the Independent Non-Executive Members of the Board of Directors in accordance with Article 9 paragraph 5 of Law 4706/2020.
6. Approval of the remuneration of the members of the Board of Directors of the Company for the financial year 01.01.2025 – 31.12.2025 pursuant to Article 109 of Law 4548/2018.
7. Determination of the remuneration and compensation of the members of the Board of Directors for the financial year 01.01.2026 – 31.12.2026 and until the Annual Ordinary General Meeting of the year 2027.
8. Discussion and vote on the Remuneration Report of the members of the Board of Directors of the Company for the financial year 01.01.2025 – 31.12.2025, in accordance with Article 112 of Law 4548/2018, as in force.
9. Election of regular and alternate Certified Auditors for the audit of the Financial Statements of the current financial year 01.01.2026 – 31.12.2026 under IFRS and determination of their remuneration in accordance with Article 42 of Law 4449/2017.
10. Various announcements, approvals and discussion of matters of general interest.
In the event that the quorum required by law for the adoption of resolutions on the agenda items is not achieved, the First Repeat Annual Ordinary General Meeting, if any, shall convene on 17 September 2026, Thursday, at 11:00 a.m., at the same venue, without the prior publication of a new invitation.
The right to participate and vote at the General Meeting (and at any Repeat General Meeting, as referred to above) shall be vested in any person appearing as a shareholder in the records of the Dematerialized Securities System managed by Hellenic Exchanges S.A. (ATHEX), in which the Company's securities (shares) are kept. Proof of shareholder status shall be evidenced by the submission of a relevant written confirmation issued by the above entity or, alternatively, through direct electronic connection of the Company with the records of the said entity.
Shareholder status must exist on 5 September 2026 (the "Record Date"), namely at the beginning of the fifth (5th) day preceding the date of the Annual Ordinary General Meeting of 10 September 2026, as provided for in Article 124 of Law 4548/2018 and in the Company's Articles of Association. As against the Company, only persons having shareholder status on the relevant Record Date shall be deemed entitled to participate and vote at the Annual Ordinary General Meeting.
In the event of non-compliance with the provisions of Law 4548/2018, the relevant shareholder shall participate in the Annual Ordinary General Meeting only upon its permission. It is noted that the exercise of the aforementioned rights (participation and voting) does not require the blocking of the beneficiary's shares or compliance with any other similar procedure restricting the possibility of selling or transferring such shares during the period between the Record Date and the date of the Annual Ordinary General Meeting.
Shareholders may participate in the General Meeting either in person or by proxy. Shareholders that are legal entities shall participate in the General Meeting through their legal representatives. Shareholders wishing 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 do so in writing and send the relevant document either by post to the Company's address or by electronic means to the Company's e-mail address, and such document must have been received by the Company no later than prior to the General Meeting.
The full text of this Invitation, the proxy appointment form, the draft resolutions on the agenda items and, in general, all information provided for under Article 123 of Law 4548/2018, are available in hard copy at the Company's registered offices, located at 50 Anapafseos Street, Chalandri, Attica, and in electronic form on the Company's website www.modabagno.gr.
Chalandri, 22 July 2026
THE BOARD OF DIRECTORS