RESOLUTIONS OF THE ORDINARY GENERAL MEETING

On 13/06/2024, the Ordinary General Meeting of the Shareholders of Quest Holdings SA was held 73 Shareholders were present at the General Meeting, representing 90.883.482 common registered shares with voting rights, i.e., 85,78%, out of a total of 107.222.688 shares of the Company.

The quorum required by the law and the Articles of Association (not taking into account the 1.275.283 equity shares held by the Company) was ascertained at the General Meeting and the Meeting resolved on all items of the Agenda, as follows:

1st ITEM

Submission for approval of the annual financial statements as at 31 December 2023 (separate and consolidated financial statements), in accordance with the International Financial Reporting Standards (IFRS), together with the Report of the Board of Directors and the Auditors' Report

The General Meeting following a legal vote with 90.883.482 valid votes corresponding to 85,78 % of the paid- up share capital with voting rights, unanimously approved the annual financial statements as at 31 December 2023 (separate and consolidated), in accordance with the International Financial Reporting Standards (IFRS), together with the reports of the Board of Directors and the Auditors thereon, in accordance with Law 4548/2018, as in force.

In favour: 90.883.482 votes, i.e., 85.78% of the share capital.

Against: 0 votes.

Abstention: 0 votes.

2nd ITEM

Approval of distribution of profits for the fiscal year 01.01.2023 - 31.12.2023 and distribution of dividend to the shareholders, and approval of the distribution of the retained earnings of previous years

The General Meeting following a legal vote with 90.777.582 valid votes corresponding to 85,68% of the paid- up share capital with voting rights, approved the distribution of profits for the fiscal year 01.01.2023 - 31.12.2023 and in particular approved the distribution of a dividend for the 2023 fiscal year amounting to the gross amount of €0,1031 per share excluding the treasury shares that the Company will hold at the record date, as well as approved the distribution of the balance of retained earnings for the 2020 fiscal year amounting in total to €7,337,741.58 and part of the balance of retained earnings for the 2021 fiscal year amounting in total to €5,054,018.40, i.e., a gross amount per share (for 2020 and 2021) of €0,1169 excluding the treasury shares held by the Company at the record date, i.e., according to the above, the total gross amount per share to be distributed (2023 dividend and 2020 and 2021 retained earnings balance) amounts to twenty-two cents (€0,22) and after the withholding tax of 5% to a net amount of €0,2090. The General Meeting also authorized the Board of Directors to procced to all further actions for the implementation of this resolution.

In favour: 90.777.582 votes, i.e., 85,68% of the share capital.

Against: 54.645 votes.

Abstention: 51.255 votes.

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3rd Item:

Information from the Chairman of the Audit Committee to the shareholders about the activities of the Audit Committee during the fiscal year 2023

No item to vote or pass a resolution on.

The Ordinary General Meeting was informed about the performance of the Audit Committee during the 2023 fiscal year.

4th Item:

Information from the Independent Vice-Chairman of the Board of Directors on the activities of the independent non-executive members of the Board of Directors in the 2023 fiscal year in accordance with article 9 § 5 of law 4706/2020

No item to vote or pass a resolution on.

The Ordinary General Meeting was informed about the activities of the independent non-executive members of the Board of Directors during the 2023 fiscal year.

5th Item:

Approval of the overall management of the Board of Directors of the Company during the 2023 fiscal year and release of the members of the Board of Directors and the Certified Auditors from any liability for compensation for their activities during the fiscal year 2023

The Ordinary General Meeting following a legal vote with 90.883.482 valid votes corresponding to 85,78% of the paid-up share capital with voting rights, unanimously approved the overall management of the Company for the 2023 fiscal year in accordance with article 108 of law 4548/2018 and released the certified auditors of the Company from any liability for compensation for said fiscal year in accordance with article 117 of law 4548/2018.

In favour: 90.883.482 votes, i.e., 85.78% of the share capital.

Against: 0 votes.

Abstention: 0 votes.

6th Item:

Approval of the remuneration and compensation paid to the members of the Board of Directors for the 2023 fiscal year and advance payment of remuneration and compensation for the 2024 fiscal year

The Ordinary General Meeting following a legal vote with 89.535.901 valid votes corresponding to 84,51% of the paid-up share capital with voting rights, approved, based on the pre-approval of the previous Ordinary General Meeting, the remuneration paid relating to the participation of the following persons in the meetings of the Board of Directors and in the Committees of the Company and more specifically: for Mr. Emil Yiannopoulos the sum 63,000€, for Mr. Nikolaos Karamouzis the sum 72,000€, for Mrs. Maria Damanaki the sum 61,800€, for Mrs. Ioanna Dretta the sum of 45,000€, for Mrs. Eftychia Koutsoureli the sum of 36,000€, for Mr. Panagiotis Kyriakopoulos the sum of 70,800€,for Ms. Philippa Michali the sum of 63,000€, for Mr. Ioannis Paniaras the sum of 61,800€, i.e., a total sum of 473,400€.

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The Ordinary General Meeting following a legal vote with 89.535.901 valid votes corresponding to 84,51% of the paid-up share capital with voting rights, approved the advance payment of fees and remuneration to the members of the Board of Directors relating to their participation in the Board of Directors and in Committees of the Board of Directors for the current fiscal year 2024 until the next Ordinary General Meeting up to the total gross amount of 750,000 euros, according to article 109 of Law 4548/2018 as such is in force and, of course, in the context of the approved remuneration policy.

Last, the Ordinary General Meeting following a legal vote with 89.535.901 valid votes corresponding to 84,51% of the paid-up share capital with voting rights, authorized the Board of Directors to determine the gross fees and remuneration for each member of the Board of Directors for his/her participation in the Board of Directors and in the Committees of the Board of Directors.

In favour: 89.535.901 votes, i.e., 84,51% of the share capital.

Against: 1.078.326 votes.

Abstention: 269.255 votes.

7th Item

Submission for discussion and voting at the General Meeting of the Remuneration Report of the members of the Board of Directors of the Company according to article 112 § 3 of Law 4548/2018

The Ordinary General Meeting following a legal vote with 89.567.982 valid votes corresponding to 84,54% of the paid-up share capital with voting rights, approved the Remuneration Report of the members of the Board of Directors of the Company for the 2023 fiscal year according to article 112 § 3 of Law 4548/2018.

In favour: 89.567.982 votes, i.e., 84,54% of the share capital.

Against: 1.086.403 votes.

Abstention: 229.097 votes.

8th Item:

Election of an auditing company of Certified Auditors - Accountants for the audit of the financial statements and the audit for the issuance of the tax certificate for the fiscal year 1/1/2024 - 31/12/2024 and determination of its remuneration

The Ordinary General Meeting following a legal vote with 89.241.602 valid votes corresponding to 84,23% of the paid-up share capital with voting rights, elected the company of Certified Auditors, under the name KPMG Certified Auditors SA. (Institute of CPA (SOEL) No. 114 - TIN 094415531) that has its seat in Agia Paraskevi, at 3 Stratigou Tombra St., Postal Code 15342 in order to carry out the regular audit of the separate and consolidated financial statements for the year 1/1/2024 - 31/12/2024 and the tax compliance audit of the year 2024, with an annual remuneration, which includes the regular audit of the annual financial statements of the Company (both separate and consolidated) for the year ending on 31/12/24 and the tax audit of the same year, up to the maximum amount of € 35,000 plus the corresponding VAT. Furthermore, the General Meeting decides the appointment of: a. Mr. Alexandros Petros Veldekis, son of Dimitrios, Certified Public Accountant, with Institute of CPA (SOEL) No. 26141, and TIN 054918047, resident of Nikaia, Attica (56 Matrozou Street, Attica), as regular Certified Auditor and b. of Mr. Charalambos Syrounis, son of Georgios, Certified Public Accountant, with Institute of CPA (SOEL) No. 19071, and TIN 053736402 holder of ID number AK239543, resident of Melissia Attica (10 Samou St.), as Deputy Certified Auditor.

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In favour: 89.241.602 votes, i.e., 84,23% of the share capital.

Against: 1.590.625 votes.

Abstention: 51.255 votes.

9th Item

Establishment of a plan for the free distribution of Company's shares and approval of the free distribution of Company's shares to members of the Board of Directors of the Company and its affiliated companies within the meaning of article 32 of Law 4308/2014, pursuant to the provisions of article 114 of Law 4548/2018 - Authorisation

The Ordinary General Meeting following a legal vote with 89.421.739 valid votes corresponding to 84,40% of the paid-up share capital with voting rights, decided to establish a free distribution plan of up to one hundred and ninety-five thousand three hundred and ninety-two (195,392) of the Company's treasury shares (common registered shares with voting rights) for the 2023 fiscal year and the free distribution of Company treasury shares in 2026, without any obligation to retain the shares for a certain period, to executive members of the Company's Board of Directors (excluding the Chairman of the Board of Directors) and to the CEOs of affiliated companies within the meaning of Article 32 of Law 4308/2014, in accordance with the provisions of article 114 of Law 4548/2018, following an assessment by the Board of Directors at the end of the three-year period (2023-2025) of the achievement of additional goals, as set out in the Senior Executives' Variable Remuneration System, and calculation of the exact number of Vested Shares to which the Senior Executives are entitled.

Furthermore, the Ordinary General Meeting, following a legal vote with 89.421.739 valid votes corresponding to 84,40% of the paid-up share capital with voting rights, authorized the Board of Directors to proceed to all actions required to implement the resolution, such as to evaluate at the end of the three-year period (2023-2025) the achievement of the additional goals, in accordance with the provisions of the Senior Executives' Variable Remuneration System, to determine the beneficiaries, and the specific conditions for distribution (including, but not limited to, to evaluate and ascertain the fulfilment of the conditions for the distribution of the shares to the beneficiaries, to finalize the final number of shares to be distributed per beneficiary, to prepare and approve the documents required for the distribution, and to authorize their signature and submission in order for the distribution to be implemented, etc.), always in accordance with the Senior Executives' Variable Remuneration System, the Remuneration Policy, the Procedure for the Distribution of Shares to Senior Executives and the relevant recommendations of the Company's Remuneration Committee. The Board of Directors may delegate part of the powers delegated to it according to the above to one or more persons who are members of the Board of Directors.

In favour: 89.421.739 votes, i.e., 84,40% of the share capital.

Against: 1.078.326 votes.

Abstention: 383.417 votes.

10th Item:

Purchase of treasury shares pursuant to article 49 of Law 4548/2018, as in force - Authorization to the Board of Directors of the Company

The Ordinary General Meeting following a legal vote with 90.831.554 valid votes corresponding to 85,73% of the paid-up share capital with voting rights, decided that the Company may acquire treasury shares, in

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accordance with the provisions of article 49 of Law 4548/2018, as in force and authorized the Board of Directors to implement such resolution.

In particular, the Company will be entitled, within the period provided by law, which may not exceed twenty- four (24) months, to directly or indirectly acquire treasury shares, up to 10% of its paid-up share capital at any given time. Said 10% shall include the shares previously acquired and retained for the purpose of capital reduction, distribution to staff or for any other purposes provided for by law. The maximum purchase price of the Company's treasury shares shall be 20€, while the minimum purchase price shall be 0.5€.

In favour: 90.831.554 votes, i.e., 85,73% of the share capital.

Against: 673 votes.

Abstention: 51.255 votes.

11th Item:

Granting permission to the members of the Board of Directors and the Executives for carrying out the operations provided for in § 1 of article 98 of law 4548/2018, as such is in force.

The Ordinary General Meeting following a legal vote with 90.883.482 valid votes corresponding to 85,78% of the paid-up share capital with voting rights, decided to grant permission to the Members of the Board of Directors and the Company Executives to carry out the operations provided for in § 1 of article 98 of law 4548/2018, as such is in force, until the next General Meeting

In favour: 90.883.482 votes, i.e., 85,78% of the share capital.

Against: 0 votes.

Abstention: 0 votes.

12th Item:

Miscellaneous - Announcements.

The shareholders were informed about the prospects of the Group.

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Quest Holdings SA published this content on 14 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 June 2024 08:00:03 UTC.